These BYLAWS (as amended, restated, supplemented, modified, or replaced from time to time, these “Bylaws“) are entered into by and among LOGAN PAUL, the sole member and the manager (the “Manager“) of 99 Originals LLC, a Wyoming limited liability company (the “Company“), and each holder of a 99 Originals NFT (each, a “Member“ and collectively, as such group may be constituted from time to time, the “Members“), as set forth on Schedule I hereto (as updated from time to time, the “Schedule of Members“). Capitalized terms used herein, unless otherwise defined, shall have the meanings set forth in the Terms of Use available at https://originals.com/terms-of-use (as amended, restated, supplemented, modified, or replaced from time to time, the “Terms of Use“). By executing these Bylaws and participating in the DAO (as defined below), you acknowledge, agree to comply with, and accept the Terms of Use.

WHEREAS, the Company has made available for sale the 99 Originals NFTs, 99 nonfungible token digital assets representing 99 unique, 1/1 unaltered Polaroids taken over the course of 99 consecutive days by the Manager (each, an “NFT“ and collectively, the “NFTs“);

WHEREAS, each of the NFTs has been purchased, and is currently held, by a Member;

WHEREAS, fifty percent (50.00%) of the proceeds from the initial sale of the NFTs has been allocated to the bank account in the name of the Company, with such funds being held by the Company for the benefit of the Manager and the Members (the “Community Treasury“);

WHEREAS the Manager and the Members have determined to form a decentralized autonomous organization (the “DAO“) to make collaborative decisions, vote on proposals, and determine how to use the funds available in the Community Treasury;

WHEREAS, each Member is entitled to one (1) vote for each NFT held by such Member;

WHEREAS, the votes of the Members will be a non-binding advisory recommendation to the Manager, who will have the sole discretion and ultimate determination of whether the Company will accept a proposal or take an action voted on by the DAO; and

WHEREAS, the Manager and the Members desire to enter into these Bylaws to set forth the rights, privileges, duties, and responsibilities of the Manager and the Members as participants in the DAO.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Manager and the Members hereby agree as follows.

Section 1. Formation. The Members and the Manager have formed the DAO, organized as a communal association of individuals to act as an advisory committee to the Company. These Bylaws are intended to provide for the regulation and management of the affairs of the DAO. Except for provisions of the Terms of Use that specifically may not be modified by the agreement of the Members, to the extent of any contradiction between the provisions of these Bylaws and the Terms of Use, the provisions of these Bylaws shall govern and control, and each Member hereby consents to such control in the event of a contradiction or variation.

Section 2. Principal Office; Other Offices. The DAO"s principal place of business shall be at such location in such state or other jurisdiction as the Governance Committee (as defined below) may determine, from time to time, in its discretion. The Governance Committee will provide the Members with prompt notice of any such change in the DAO"s principle place of business. The DAO may also have offices in such other jurisdictions as the Governance Committee may from time to time designate.

Section 3. Term. The DAO will continue perpetually unless (i) no less than seventy five percent (75.00%) of the Members vote for dissolution; (ii) an event occurs which causes the DAO"s business to become unlawful; or (iii) the Manager determines to dissolve the DAO.

Section 4. Continuation of the DAO2 . In the event of an occurrence described in Article I Section 3, if there is at least one remaining Member, the remaining Member, with the prior written consent of the Manager, has the right to continue the business of the DAO, unless that right to continue has been terminated. The remaining Member"s successor, assignee, or transferee may continue the operations of the DAO, provided the Manager consents to the continuation in writing and the successor, assignee, or transferee holds an NFT and executes a counterpart to these Bylaws.

Section 5. Business Purpose. The DAO may conduct any and all lawful business appropriate in carrying out the DAO"s objectives, as permitted under applicable laws.

Section 6. No Partnership; Disclaimer of Fiduciary Obligations. The Members and the Manager each hereby acknowledge and agree no partnership, joint venture, business relationship, or other legal or fiduciary relationship exists among the parties hereunder or as a result of participation in the DAO. No fiduciary status arises or is implied by the association of the parties, and no fiduciary relationship exists among any of the Members, the Manager, or the Company, in connection with the DAO or otherwise, and any fiduciary duty implied in any manner at law or otherwise is hereby disclaimed. The Members and the Manager shall abide by the terms of these Bylaws as members of the DAO, which is a non-binding advisory committee to the Company. No compensation shall be due to any Members or the Manager for such party"s participation in the DAO, and each party acknowledges and agrees the communal association among the members of the DAO is sufficient consideration for such party"s participation. No Member shall have the authority to act on behalf of or bind the DAO in any legal or other capacity without the prior written consent of the Manager.

Section 7. Separate Existence of the Company and the DAO. The DAO is a distinct communal association among the Members and the Manager, separate from the Company and with no direct, indirect, beneficial, or other ownership or legal rights to the assets of the Company or the Manager. To the extent the Company holds funds in the Community Treasury for the benefit of the DAO, such funds shall be distributed to the Members only, and at the time and in the amounts, if any, as determined by the Manager from time to time in its sole discretion. Each Member acknowledges and agrees that proceeds from the initial sale of each NFT shall be allocated as______________________________
1. To confirm the term or duration of the DAO.
2. To confirm if Member(s) will have the right to continue the DAO, with the written consent of the Manager.

follows: (i), first, any commission or fees owed to third parties, to such third parties, and (ii) second, of the remaining proceeds, (A) forty nine percent (49.00%) to the Manager, (B) fifty percent (50.00%) to the Community Treasury, and (C) one percent (1.00%) allocated to the holders of Logan Paul"s Pokemon nonfungible tokens. For any subsequent transfer for value or sale of an NFT, the Manager and the Community Treasury shall each receive a royalty payment of three and one half percent (3.50%) of the amount of the sale or transfer price. Such funds allocable to the Community Treasury shall be held by the Company in the Community Treasury for the benefit of the Members.

Section 8. No Investment Advisor Relationship; No Investment Advice. While the DAO may vote on the use of funds available in the Community Treasury, and such votes may involve a recommendation to the Company purchase, sell, or transfer securities, digital assets, nonfungible tokens, or other forms of property, no investment advisor relationship is established hereunder or as a result of participation in the DAO or access to the results of votes on such proposals by members of the DAO.

No investment advice should be taken, and none is intended, by the votes of the Members and the Manager or any communication by the Company, the Manager, the DAO, or any Member. The proposals and subject matter of the votes of the DAO are for information and entertainment only. Each party hereby agrees to consult with its own legal, accounting, and investment professionals and advisors prior to making an investment decision, and agrees not to rely in any way on the proposals or recommendations of the DAO, or any communication by the Manager or the Company, in making an investment decision. Each Member hereby agrees to hold harmless the Manager, the DAO, the Company, and each other Member harmless from and against any losses arising or resulting from any investment decision made reliance on any information or knowledge gained as a result of membership in the DAO. None of the DAO, the Company, or the Manager are registered as an investment adviser under the Investment Advisers Act of 1940, as amended, a broker dealer under the Securities Exchange Act of 1934, as amended, or any other form of securities or financial professional with the Securities and Exchange Commission, the Financial Industry Regulatory Authority (FINRA), or any other governmental or self regulatory agency.

Section 1. Membership. Anyone who holds a 99 Originals nonfungible token and signs these Bylaws is considered to be a Member of the DAO. The NFTs are only available to persons who have purchased or otherwise received in transfer an NFT. Other than the NFTs, additional classes or types of tokens may be proposed by the DAO, voted on by the Members, and approved by the Governance Committee and subsequently the Manager prior to becoming effective . Nothing in these Bylaws is, or should be construed as, an offer or sale of securities.

Section 2. Signature; Access to DAO Forum and Activities; Confidentiality. All Members who sign these Bylaws with their ERC-20 wallet address will receive an invitation to access the DAO community forum. Members shall adhere to the provisions of these Bylaws in all matters pertaining to the DAO, and, upon such adherence, shall have the right to participate as an active member of the DAO, including the right to vote on proposals, attend events organized by the DAO, receive distributions, if any, from the Community Treasury, and any other rights described herein or from time to time determined by the Manager in its sole discretion. Each Member agrees to maintain in strict confidentiality any communication among or between any of the Members, the Manager, the Company, and the DAO, and any violation of this duty of confidentiality shall be a______________________________
3. To confirm if the DAO will have different classes of tokens for voting or other uses breach of these Bylaws and grounds for removal of such Member upon the determination by the Manager in its sole discretion. The duty of confidentiality shall survive the sale or transfer of a Member"s NFT and the removal of a Member as otherwise herein described.

Section 3. NFTs; Governance Tokens; Classes of Tokens. [The DAO may establish multiple types of tokens by proposal and a majority approval vote of the holders of the NFTs and subsequent approval by the Manager, in its sole discretion; provided, however, only the NFTs will be used for voting on proposals. Other tokens will not count towards quorum or governance.] Upon the effective date of these Bylaws (the “Effective Date“), there are 99 unique, original NFTs, which, together with one (1) voting token held by the Manager, constitute the governance tokens (collectively, the “Governance Tokens”) of the DAO, and entitle each Member to one (1) vote per Governance Token. The Governance Tokens allow Members the ability to vote and participate in the governance of the DAO. A Governance Token vest into the DAO"s multisignature digital wallet (“multisig“) on the date a Member acquires an NFT.

All token allocations and distributions to committees, teams, projects, individuals, and Members require a proposal and vote of Majority Approval (as defined below) by the Members.

Section 4. Obligations of Members. By becoming a Member, each Member agrees to:

Section 5. Membership Privileges and Obligations. Members have the privilege of enjoying potential rewards through the web3 platform the DAO operates on in return for Members" active contributions to the DAO. The DAO requires Members to actively participate in order for the DAO to work toward and accomplish its common goals. Each Member hereby agrees to:

Section 6. Removal of Members. A Member will automatically be removed upon the sale or transfer of the NFT(s) held by such Member. Additionally, a Member may be removed by a majority vote of the Members or in the sole discretion of the Manager for reasons including, but not limited to, violating [the Code of Ethics or] these Bylaws. Upon removal of a Member, the Member shall be excluded from accessing the DAO"s platform, communications channels, processes, resources, and information. The DAO may deploy software updates to exclude a removed Member and their NFT(s) and corresponding Governance Token(s). Members may resign as a Member at any time by either selling or transferring their NFT(s) or by providing written notice to the DAO and the Manager.

Section 7. Issuance of Additional Tokens4. In addition to the Governance Tokens issued to the initial Members and each subsequent holder of an NFT, the DAO may issue [Originals Tokens] to Members to incentivize value creation and support for DAO projects, events, and activities. All [Originals Token] allocations for value creation will be proposed by either the Tokens and Treasury Committee or the Manager, for approval by the Governance Committee and subsequently the Manager, in its sole discretion.

From time to time, Members may receive [Originals Tokens] or other tokens from the DAO for participating in the activities and affairs of the DAO, including for event suggestions and organization, providing expertise, executing projects, and appearing at meetings of the DAO, including meetings at which a vote is to occur.

Section 8. Transfers of Tokens. Governance Tokens shall not be transferrable outside of the sale or transfer of the corresponding NFT, and any purported transfer or sale shall be null and void. [[Originals Tokens] shall be transferrable between members and, with the prior written consent of the Manager, to third parties]5.

Section 1. Organizational Seal. The organizational seal or logo, if such a seal is employed by the DAO, shall have inscribed thereon the name of the DAO, the year of its organization and the words “Organizational Seal” or “Seal.” The Governance Committee may vote on and define or amend any additional features of the Seal, with such changes to be subsequently approved by the Manager in its discretion. The Seal may be used by causing it or a digital copy thereof to be impressed, affixed, reproduced or otherwise transmitted.

Section 1. Place of Meetings. Meetings of Members may be held at any place, virtually, by videoconference, or otherwise, within or outside the United States, as may be designated from time to time by the Governance Committee and approved by the Manager, in its sole discretion, provided each party can hear and be heard by or simultaneously communicate with the other parties as may be constituted at such meeting. The place of each meeting shall be set forth in the notice for the meeting.

Section 2. Monthly Meetings . The monthly meeting of the Members for the transaction of such business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Governance Committee and stated in the notice of the meeting, as approved by the Manager in its sole discretion. If no date for the annual meeting is______________________________
4. Please confirm if the DAO anticipates issuing any additional classes or types of tokens.
5. Please confirm whether transfers of Governance Tokens will be permitted between Members, and whether classes tokens, if any, may be transferred or sold by Members to other Members or third parties and if so, the conditions on transfer.
6. Please confirm the frequency of formal meetings of the DAO; for example, monthly, quarterly, or weekly.
established or said meeting is not held on the date established as provided above, a special meeting in lieu thereof may be held.

Section 3. Special Meetings. Special meetings of the Members may be called at any time by the Manager, a resolution of the Governance Committee, or by proposal and majority approval by the vote of the Members holding Governance Tokens. Upon the written request to the DAO of any person or persons who have duly called a special meeting, it shall be the duty of the Governance Committee, with the approval of the Manager, in its sole discretion, to fix the date, place and time of the meeting, and to give due notice thereof to all the persons entitled to vote at the meeting. Business at all special meetings shall be confined to the objects stated in the notice of the meeting and the matters immediately germane thereto.

Section 4. Notice of Meetings. Notice of the place, if any, date, hour, the record date for determining the Members entitled to vote at the meeting or the specific details for accessing a meeting held through any remote means of communication, if any, of every meeting of Members shall be given by the DAO not less than five (5) days nor more than sixty (60) days before the meeting to every Member entitled to vote at the meeting as of the record date set forth for such purpose. Notices of special meetings shall also specify the purpose for which the meeting has been called. Notices of meetings to Members may be given by mailing the same, which may be electronically, addressed to the Member entitled thereto, at such Member"s mailing address as it appears on the records of the DAO.

Section 5. Adjournment. Any meeting of the Members, [monthly] or special, may be adjourned from time to time, by a vote of the majority of the Governance Tokens present, to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the DAO may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the meeting. If, after the adjournment, a new record date is fixed for Members entitled to vote at the adjourned meeting, the Governance Committee and the Manager shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each Member of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

Section 6. Quorum; Voting; Proxy.

A. Determining Quorum. Voting for all proposals will be done through quorum voting. A quorum will be determined based on the total number of Governance Tokens in circulation, i.e., the number of Governance Tokens distributed to and currently held by the Members and the Manager.

The default quorum threshold shall be [ten percent (10.00%) ] of Governance Tokens in circulation (the “Quorum Threshold”), and a quorum shall be satisfied if such amount is present and entitled to vote on a given proposal. By way of example, if the DAO has a total of 100 Governance Tokens in circulation, a vote of at least [10] Governance Tokens is required to establish a quorum. If less than the Quorum Threshold is represented at a meeting or present to vote on a proposal, the token holders so present may adjourn the meeting or proposal without further notice. The DAO may change the default Quorum Threshold by vote and majority approval. If the vote______________________________
7. To confirm the quorum threshold for meetings at which a vote will be made on proposals.
on two (2) consecutive proposals are adjourned due to failure to satisfy the Quorum Threshold, the Quorum Threshold shall be halved, to [five percent (5.00%)] of Governance Tokens in circulation (the “Reduced Quorum Threshold”); provided, however, once a proposal is successfully voted on based on the Reduced Quorum Threshold being satisfied, the Quorum Threshold shall be reinstated automatically.

B. Majority Approval. The default method for determining a majority vote once the Quorum Threshold is satisfied is calculating the total number of tokens that vote for and against a proposal, with the proposal passing and a majority vote being satisfied if Governance Tokens representing at least fifty and one one hundredth of one percent (50.01%) of the Governance Tokens present vote for the proposal (such method of voting, “Majority Approval“).

The DAO may propose different types of proposals that require a higher or lower threshold than Majority Approval. The Governance Committee and the Manager shall be responsible for setting the process for proposals.

C. On-Chain Voting. The following actions require Majority Approval of the Members using on-chain voting, with votes submitted as transactions, and recorded directly on the blockchain protocol used by the DAO:

D. Proposals. All proposals will be voted on by Members within a default time period of three (3) days, with the discretion of the DAO to allow voting on certain proposals within a minimum of one (1) day and a maximum of seven (7) days. A proposal shall pass by the Majority Approval of the Members. A governance subcommittee may be formed to help Members write proposals and guide them through the voting process. The initial proposal forum shall be available to Members through the DAO"s webpage at [https://snapshot.org/] . The proposal forum may be changed by the Governance Committee without an amendment to these Bylaws. Proposals shall be provided to Members using the DAO"s communication channels on [its website] platform, and may be signaled with emoji votes — which are non-binding — for feedback only, before the proposals are posted for a binding vote.

E. Proxy. Each Member entitled to vote at a meeting of Members or to express consent to an action of the DAO may authorize another Member to act for such Member by proxy, but no such proxy shall be voted or acted upon after [three (3) years] from its date, unless the proxy provides for a longer period . [A proxy shall be irrevocable if it states that it is irrevocable and if,______________________________
8.To confirm voting forum.
9. Please confirm the DAO"s method of communicating proposals to the Members.
10. To confirm if proxy voting will be allowed, and if so, the duration.
and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.] A Member may revoke any proxy which is not irrevocable by attending the meeting and voting or by delivering to the DAO a revocation of the proxy or a new proxy bearing a later date.

F. Counting of Votes. Voting at meetings of Members need not be by written ballot, and may take place through the voice over internet protocol platform made available by Discord, Inc. or any similar platform providing network communication services. The DAO shall not directly or indirectly vote any Governance Tokens held by the treasury; provided, however, the DAO may vote shares which it holds in a fiduciary capacity by proxy to the extent permitted by the foregoing subsection D.

Section 7. Election of Committee Members. Upon the Effective Date, the Members of each committee will be elected by Majority Approval of the Members. Unless otherwise required by these Bylaws, the election of committee members, including Committee Chairs, shall be decided by Majority Approval of the Members at the [monthly] meeting of the Members. Committee members may serve successive terms and be re-elected for an indefinite number of terms; provided, however, the DAO may set a term limit on any position in the DAO or any committee by a proposal and subsequent Majority Approval by the Members.

Section 8. Consent In Lieu of Meetings. Any action required to be taken, or which may be taken, at any [monthly] or special meeting of the Members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (including electronically), setting forth the action to be taken, shall be signed by the holders of Governance Tokens representing at least the Quorum Threshold and having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which such Members entitled to vote thereon were present and voted.

Section 9. Setting the Record Date. In order that the DAO may determine the Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, the Governance Committee may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Governance Committee, and which record date shall not be more than sixty (60) nor less than five (5) days before the date of such meeting. If the Governance Committee so fixes a date, such date shall also be the record date for determining the Members entitled to vote at such meeting unless the Governance Committee determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If no record date is fixed by the Governance Committee, the record date for determining the Members entitled to notice of or to vote at a meeting of the Members shall be at the close of business on the day following the day on which notice is given, or, if notice is waived, at the close of business on the day preceding the day on which the meeting is held. A determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of the meeting; provided, however, the Governance Committee may fix a new record date for determining the Members entitled to vote at the adjourned meeting and in such case shall also fix as the record date for the Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of the Members entitled to vote therewith at the adjourned meeting.______________________________
11. Please confirm use of Discord.

In order that the DAO may determine the Members entitled to consent to action in writing without a meeting, the Governance Committee may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Governance Committee, and which record date shall not be more than five (5) days after the date upon which the resolution fixing the record date is adopted by the Governance Committee. If no record date has been fixed by the Governance Committee, the record date for determining the Members entitled to consent to action in writing without a meeting, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the DAO, the Manager, or to an officer or agent of the DAO having custody of the book in which proceedings of meetings of the Members are recorded.

Section 10. List of Members. At least five (5) days before any meeting of the Members, the Governance Committee shall prepare a complete list of the Members entitled to vote at any meeting of the Members (provided, however, if the record date for determining the Members entitled to vote is less than five (5) days before the date of the meeting, the list shall reflect the Members entitled to vote as of the fifth (5th) day before the meeting date), arranged in alphabetical order, and showing the contact information of each Member and the number of Governance Tokens held in the name of each Member. Such list shall be open to the examination of any Member, for any purpose germane to the meeting, on a reasonably accessible electronic network if the information required to gain access to such list was provided with the notice of the meeting, or during ordinary business hours at the principal place of business of the DAO for a period of at least five (5) days before the meeting. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any Member who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any Member during the whole time of the meeting. The token ledger of the DAO and Schedule of Members attached hereto as Schedule I, as modified from time to time, shall be the only evidence as to who are the Members entitled to examine the token ledger and the list of the Members or to vote in person or by proxy at any meeting of the Members.

Section 11. Conduct of Meetings. The Governance Committee may adopt by resolution such rules and regulations for the conduct of the meeting of the Members as it shall deem appropriate. At every meeting of the Members, the Manager, or in his absence or inability to act, the person whom the Manager shall appoint, shall act as chairman of, and preside at, the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint to serve as secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Governance Committee, the chairman of any meeting of the Members shall have the right and authority to prescribe such rules, regulations, and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures, whether adopted by the Governance Committee or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to the Members of record of the DAO, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

Section 1. Governance Committee; Other Committees. Upon the formation of the DAO, the members shall vote to appoint a Governance Committee (the “Governance Committee“) comprised of between three (3) and five (5) Members. The President shall at all times serve as the chair of the Governance Committee, and shall have the discretion to remove and appoint any members of the Governance Committee. The business and affairs of the DAO shall be managed by or under the direction of a minimum of three (3) permanent committees (collectively, the “Committees”) including (i) the Governance Committee; (ii) the Programs Committee; and (iii) the Tokens and Treasury Committee .

Section 2. Chairs of Committees; Appointment and Removal; Vacancy. Each Committee shall be comprised of no less than three (3) Members as chairs (each, a “Committee Chair”). Each Committee Chair shall be elected at the [monthly/annual] meeting of the DAO and shall serve for a term of one (1) month, unless otherwise provided herein. Committee Chairs may be re-elected to successive terms with no term limits. If a Committee Chair would like to resign or is not fulfilling their duties, the Committee of which that Member is a chair may hold a special election as needed. Special elections may be called by at least two (2) of the three (3) Committee Chairs or, alternatively, by the Manager or by a proposal and Majority Approval of the Members. A replacement chair may be appointed by the Manager or the Majority Approval of the Members voting at such special election.

Each Committee Chair shall hold office until a successor is duly elected and qualified or until the Committee Chair"s earlier death, resignation, disqualification, or removal. Any Committee Chair may resign at any time by notice given in writing (including electronically) to the DAO. Such resignation shall take effect at the date of receipt of such notice by the DAO or at such later time as is therein specified. Verbal resignation shall not be deemed effective until confirmed by the Committee Chair in writing (including electronically). The Members entitled to vote in an election of Committee Chairs may remove any Committee Chair from office at any time, with or without cause, by a vote of the Majority Approval of the Members.

Any newly created Committee Chair positions resulting from an increase in the authorized number of Committee Chairs, and any vacancies occurring in a committee, may be filled by a proposal and the Majority Approval of the Members, as described above. A Committee Chair so elected shall be elected to hold office until the earlier of the expiration of the term of office of the Committee Chair whom he or she has replaced, a successor is duly elected and qualified, or the earlier of such Committee Chair"s death, resignation or removal. When one or more Committee Chair shall resign from the Committee, effective at a future date, such vacancy or vacancies shall be filled upon a proposal and the Majority Approval of the Members, as described above, the vote thereon to take effect when such resignation or resignations shall become effective.

Section 3. Transparency. All Committees are by default transparent, and each Member has the right to visibility into a Committee"s activities. Committees shall provide Members with notice of Committee meetings, grant Members access to listen to calls and teleconference meetings, join the communications channels, and access documents of the Committee; provided, however, a Committee may vote to keep certain communications private, in which case Members may be restricted from accessing such communications. Accordingly, each Committee may be comprised of an unlimited number of Member participants.

Section 4. Subcommittees. A Committee may designate one or more subcommittees, each subcommittee to consist of one or more of the Committee Chairs of the DAO. The Committee may______________________________
12. To confirm number of committees and the authority of each committee.
designate one or more Committee Chair as an alternate member of any subcommittee, who may replace any absent or disqualified subcommittee member at any meeting of the subcommittee. If a member of a subcommittee shall be absent from any meeting, or disqualified from voting thereat, the remaining subcommittee member or members present at the meeting and not disqualified from voting, whether such subcommittee member or members constitute a quorum, may unanimously appoint another subcommittee member to act at the meeting in the place of any such absent or disqualified subcommittee member. Any subcommittee, to the extent specifically permitted by the Committee or these Bylaws shall have and may exercise all the powers and authority of the Committee in the management of the business and affairs of the DAO and may authorize the seal of the DAO to be affixed to all papers that may require it to the extent so authorized by the Committee. Unless the Committee provides otherwise, at all meetings of such subcommittee, a majority of the then authorized subcommittee members shall constitute a quorum for the transaction of business, and the vote of a majority of the subcommittee members present at any meeting at which there is a quorum shall constitute the act of the subcommittee. Each subcommittee shall keep regular minutes of its meetings. Unless the Committee provides otherwise, each subcommittee may make, alter, and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each subcommittee shall conduct its business in the same manner as the Committee conducts its business pursuant to this Article.

Section 5. Teams. Teams are ad-hoc groups of Members (“Teams“), assembled on a volunteer basis and comprised as determined by a Committee. Teams are responsible for executing an approved proposal for a specified period of time. If approved by the Majority Approval of the Members, Teams may be allocated a budget of tokens from the DAO"s treasury in pursuit of the DAO"s objectives. [A Committee may allocate some or all of its token budget to a Team without a proposal and vote of Majority Approval by the Members] . Deliverables from a Team must be specified for each Team at its inception, and submitted by the Team to a Committee within the specified time period.

Section 6. Governance Committee. The Governance Committee shall have the following duties:

All amendments, modifications, or other changes to these Bylaws or any other governing documents of the DAO must be submitted through the proposal process and approved by a vote of Majority Approval by the Members.

Section 7. Programs Committee. The Programs Committee shall have the following duties:

Section 8. Tokens and Treasury Committee. The Tokens and Treasury Committee shall have the following duties:

The Tokens and Treasury Committee Chairs are required to be on the DAO"s multisig wallet(s). Any increase in the number of Governance Tokens shall require seventy five percent (75.00%) or more of all Governance Tokens in circulation to vote in favor (“Supermajority Approval”) and the subsequent approval by the Manager, in its sole discretion. The creation of any new token classes shall require approval by a majority vote of the Committee Chairs of the Governance Committee, the Supermajority Approval of the Members, and the subsequent approval by the Manager, in its sole discretion. Allocating tokens to Committees or subcommittees shall require a proposal and a vote of Majority Approval by the Members

Section 9. Regular Meetings. Regular meetings of the Committees may be held at such times and at such places as may be determined from time to time by the Committee or the Committee Chairs by providing the Committee Chairs and the Members at least five (5) days" prior written notice.

Section 10. Special Meetings. Special meetings of a Committee may be called by the Committee Chairs of the Committee on one (1) days" notice to all Committee Chairs and the Members, which notice may be sent electronically. Special meetings may be called by the Manager or the Secretary in like manner and on like notice by written request (including electronically) to the Committee Chairs of the Committee.

Section 11. Telephonic or Web Meetings. Committee or subcommittee meetings, regular or special, may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard, as may be determined by the Governance Committee. Attendance by a Committee Chair in a meeting through the relevant media pursuant to this section shall constitute presence in person at such meeting.

Section 12. Quorum. A majority of the total number of Committee Chairs shall constitute a quorum of any regular or special meetings of the Committee for the transaction of business.

Section 13. Voting. Except as otherwise expressly required by these Bylaws, the vote of a majority of the Committee Chairs present at a meeting at which a quorum is present shall constitute the act of the Committee.

Section 14. Consent In Lieu of Meeting. Any action required or permitted to be taken at any meeting of a Committee or of any subcommittee thereof may be taken without a meeting if all Committee Chairs or members of such subcommittee, as the case may be, consent thereto in writing (including electronically), and the consents are filed with the minutes of proceedings of the Committee or subcommittee.

Section 15. Volunteer Basis. All members of Committees, Teams, and subcommittees shall act in such capacity in a strictly volunteer basis. No compensation shall be due to such individuals, whether monetary or otherwise, and no direct, indirect, agentic, or other form of employment or independent contractor relationship is intended or arises from holding such position. By agreeing to act as a member of a Committee, Team, or subcommittee, such individual acknowledges and agrees the entertainment and value of the communal associations arising from such participation in the DAO are fair and equivalent value for any services provided and such position is held in a non-binding, free association between the Member and the DAO.

Section 1. Executive Officers. The Manager shall serve as a permanent executive officer as the President of the DAO. The initial Secretary and Treasurer of the DAO shall be chosen by the Governance Committee. The Manager may choose one or more Vice President and such other officers as the Manager deems necessary, and may delegate the selection of lesser officers to one or more executive officers of the DAO. The Governance Committee may also choose a Chairman from among its own members. Any number of offices may be held by the same person, including a Committee Chair.

Section 2. Term of Office. Subject to the terms of any employment agreement between the DAO and the officers, the officers of the DAO shall serve at the pleasure of the Governance Committee and shall hold office until their successors are chosen and have qualified. Any officer or agent elected or appointed by the DAO may be removed by a proposal by the Governance Committee and the Majority Approval of the Members whenever, in the Governance Committee"s judgment, the best interest of the DAO will be served thereby.

Section 3. President. The Manager shall be the President of the DAO, shall preside at all meetings of the Members, and shall have general and active management of the business of the DAO. He or she may be an ex officio member of all Committees, and shall have the general power and duties of supervision and management.

Section 4. Secretary. The Secretary shall attend all sessions of the Governance Committee and all meetings of the Members and act as clerk thereof, and record all votes of the DAO and the minutes of all its transactions in a book to be kept for that purpose, and shall perform like duties for all the Committees when requested. He or she shall give, or cause to be given, notice of all meetings of the Members and of the Committees, and such other duties as may be prescribed by the Governance Committee or the President, under whose supervision he or she shall be. He or she shall keep in safe custody the Seal of the DAO, and when authorized by the Governance Committee or the President, affix the same to any instrument requiring it.

Section 5. Treasurer. The Treasurer shall have limited access to the DAO"s multisig, the tokens of the DAO, and read only access to the corporate funds and securities of the DAO, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the DAO. He or she shall disburse the tokens of the DAO as may be ordered by the Governance Committee, the Tokens and Treasury Committee, or the Manager, from time to time, or, upon the determination by the Manager to make a disbursement from the Community Treasury, shall facilitate such disbursement and shall take proper vouchers for such disbursements, and shall render to the President and Committee Chairs, at the regular meetings of the Committees or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the DAO.

Section 6. Delegation; Customary Powers. In case any officer is absent, or for any other reason that the Governance Committee or the President may deem sufficient, the President or the Governance Committee may delegate for the time being the powers or duties of such officer to any other officer or to any Committee Chair. Each officer of the DAO shall have in addition to the duties and powers specifically set forth herein such duties and powers as are customarily incident to such officer"s office, and such duties and powers as may be designated from time to time by the Governance Committee.

Section 7. Volunteer Basis. All executive officers shall act in such capacity in a strictly volunteer basis. No compensation shall be due to such individuals, whether monetary or otherwise, and no direct, indirect, agentic, or other form of employment or independent contractor relationship is intended or arises from holding such position. By agreeing to act as an executive officer, such individual acknowledges and agrees the entertainment and value of the communal associations arising from such participation in the DAO are fair and equivalent value for any services provided and such position is held in a non-binding, free association between the Member and the DAO.

Section 1. Maintenance of Records. Any records administered by or on behalf of the DAO in the regular course of its business, including its token ledger, books of account, and minute books, may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases).

Section 2. Inspection Rights. Any Member of record shall, upon written request to the President, the Secretary, or any member of the Governance Committee, stating the proper purpose thereof, have the right during the usual hours of business to inspect for any proper purpose the DAO"s token ledger, a list of its Members, and its minute of Member and Committee meetings. A proper purpose shall mean a purpose reasonably related to such person"s interest as a Member.

Section 1. Indemnification. None of the DAO, the Manager, the Company, or any Member will indemnify any person who was or is a party defendant or is threatened to be made a party defendant, in a pending or completed action, suit or proceeding. Members are entirely responsible for prosecuting and defending claims involving or related to the DAO, whether civil, criminal, administrative, or investigative by reason of the fact that the person is or was a Member of the DAO, a Committee Chair, member of a Team or subcommittee, executive officer, or agent of the DAO, or is or was serving at the request of the DAO. To the extent permitted by law, no Member shall be personally liable for the obligations of the DAO or the Community Treasury.

Section 1. Amendments. These Bylaws may be supplemented, amended, or repealed by the vote and Majority Approval by the Members using on-chain voting, at any regular or special meeting of the Members, duly convened after notice to the Members of that purpose; provided, that (a) the Governance Committee may not alter, amend or repeal any provision of these Bylaws which under the these Bylaws requires action or approval by the Members and (b) any alteration, amendment or repeal of these Bylaws and any new Bylaws adopted may be altered, amended or repealed by the Members as set forth in this Section.

Section 1. Fiscal Year. The fiscal year of the DAO shall be the calendar year, unless otherwise determined by a majority vote of the Committee Chairs of the Governance Committee.

Section 2. Conflict Resolution. Conflicts and disagreements between or among Members will be addressed with best practices of good governance. Members are expected to apply the DAO"s Code of Ethics and community values in conflict resolution, including the implementation of the Conflict Resolution Procedures, attached hereto as Exhibit B.

Section 3. Notice. Whenever notice is required to be given to any person by these Bylaws, such notice shall be deemed given effectively if given by electronic mail sent to such person at such person"s address as it appears on the records of the DAO.

Section 4. Waiver of Notice. Whenever any written notice is required by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such a notice, whether before or after the time stated therein, including a communication sent electronically bearing the name of______________________________
14. Please confirm if Members will have the right to access the token ledger and list of Members.
the person or persons entitled to notice, shall be deemed equivalent to the giving of such notice. Attendance of a person either in person or by proxy at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was unlawfully convened.

Section 5. Taxes and Legal Matters. Members are responsible for their own tax and legal compliance as a result of their association with the DAO. Nothing published or claimed by the DAO or the Members constitutes legal or tax advice. The DAO is an association of individuals for entertainment only and no fiduciary or legal relationship of any type exists between or among the parties.

Section 6. Confidentiality. All Members agree to respect the confidentiality of any information and communications deemed confidential, personal, or privileged relating to the DAO or any of its Members or activities.

Section 7. Acknowledgements. Membership in the DAO is in no way intended to constitute participation in, or classify the DAO as, a partnership. Participation in the DAO"s activities and community, including voting, completing projects, and communicating between or among Members, the DAO, or third parties, is not intended to constitute and shall not be interpreted as advice on securities or investment related advice as contemplated by the Investment Advisers Act of 1940, as amended, of the United States, nor is any advisor-client relationship established or implied by any activities or communications of the DAO or any of its Members. No fiduciary duty is established by association with or participation in the activities of the DAO. Views set forth in any forum, comments, or other materials are those of the individual Member alone and are made freely as a participant in the community of the DAO, and do not constitute the views of the DAO.

IN WITNESS WHEREOF, the Manager and the undersigned Member have executed these Bylaws as of the date set forth under the Member"s signature hereto.