THE QWAN FOUNDATION BYLAWS

As adopted by the Foundation on 27TH May 2023
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Foundation Mission
The mission of the QWAN Foundation is to foster and develop the growth of the QWAN Coin decentralized autonomous organization and serve as the governing body of the QWAN Coin ecosystem.

Definitions
1. “Administration Team” means the team of administrators described in Section 4(a) of these Bylaws.
2. "Administrative Budget Wallet" means an Ethereum smart contract address, which will be utilized by the Foundation for purposes of operational and administrative costs as well as administration of other distributions as may be approved by the QWAN DAO from time to time.
3. "Bylaws" means these governing bylaws of the Foundation as may be amended from time to time in accordance with the Foundation Articles.
4. "Cayman Law" means the rules, regulations and laws of the Cayman Islands, including as they are modified, from time to time.
5. "DAO" means ‘decentralized autonomous organization’.
6. “DAO Quorum Requirement” means the thresholds identified in Section 3(c) of these Bylaws.
7. "Emergency Meeting" has the meaning given in Section 3(b)(iv) of these Bylaws.
8. "Foundation" means The QWAN Foundation, a Cayman Islands foundation company.
9. "Foundation Articles" means the Memorandum and Articles of Association of the Foundation (as may be amended from time to time).
10. "Foundation Director(s)" means the director(s) of the Foundation, which have certain powers and duties pursuant to Cayman Law and as further described in the Foundation Articles.
11. "Governance Forum" means a governance forum page as designated by the Foundation and modified by the Tokenholders from time to time, which initially shall be the QWAN Foundation Website located at the following URL: https://www.theqwan.io/.
12. “QWIP” means a QWAN Improvement Proposal, which is a proposal put forth by a Tokenholder to a vote by Tokenholders in accordance with the QWIP Process.
13. “QWIP-1” means the first QWIP available at this link https://www.theqwan.io/, including any amendments thereto, which establishes the rules and procedures for the Tokenholder governance of the QWAN DAO.
14."QWIP Process" means the rules and procedures of submitting and voting on QWIPs as described in QWIP-1, as may be amended from time to time pursuant to a QWIP.
15. "QWIP Proposal Threshold" means the minimum number of Tokens required to be held by, or have been delegated to, the Tokenholder putting forth the QWIP, which is at least 1Token.
16. “"QWAN DAO" means, collectively, the decentralized community of individuals that own, as evidenced by the Ethereum blockchain, a Token, otherwise defined below as the Tokenholders.
17. “QWAN Foundation Website” means the website available at https://www.theqwan.io/.
18. QWAN DAO-Governed IP” means any intellectual property created by, contributed to or otherwise assigned to the Foundation, including any and all patents, invention disclosures, invention registrations, copyrights and copyrightable works, trademarks, trade names, service marks, internet domain names, social media accounts, mask works, trade secrets, know-how, software, algorithms, techniques, ideas, proprietary and/or confidential information, all regardless of designation and whether subject to protection under law.
19. “Special Council” means the Foundation committee described in Section 4(a) of these Bylaws.
20. “Snapshot” means the QWAN DAO Snapshot voting page located at the following URL: https://snapshot.org/#/theqwan.eth
21. "Token" means the governing token of the QWAN DAO, known as $QWAN (also referred to as the “QWAN Coin”), represented on the Ethereum blockchain by the following Ethereum smart contract address: 0xEEe0fE52299f2DE8e2eD5111CD521aB67Dcf0Faf.
22. "Tokenholder" means any holder of the Token.
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Voting Matters
(a) Tokenholder Authority. Pursuant to the Foundation Articles, and these Bylaws, the Tokenholders shall have the authority to vote on matters relating to the following, or others as may be presented to the QWAN DAO from time to time:

1. appoint and remove members of the various committees of the Foundations;
2. vote on QWIPs;
3. pursuant to the Foundation Articles, appoint the supervisor of the Foundation;
4. pursuant to the Foundation Articles, remove individuals or organizations from the role of director or supervisor of the Foundation (provided that the Foundation may not, at any time, be left with no directors or no supervisors);
5. provide consent to any proposed changes to these Bylaws which amend, remove, or add rights of the Tokenholders under these Bylaws;
6. elect Special Council Members in accordance with Section 4(a) of these Bylaws;
7. provide consent to any proposed changes to the Foundation's Articles which amend, remove, or add rights of the Tokenholders under the Foundation's Articles;
8. approve the use, implementation, enhancement, improvement, management and licensing of the QWAN DAO-Governed IP; and
9. approve any other action in accordance with successful QWIPs, the Foundation Articles and these Bylaws.
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b) Foundation Director Activity. The Foundation Directors must (i) be at least eighteen (18) years of age, (ii) with no disqualifying attributes under Cayman Law, (iii) with no personal financial insolvency for the past ten (10) years, (iv) with no convictions or guilty pleas for mishandling or embezzlement of funds of any organization, and (v) have not been involuntarily removed, with cause, or forced to resign from any directorship, or similar executive or high-level position, within any organization. The Foundation Directors must observe, implement, carry out, act upon, and execute all QWIPs approved in accordance with the QWIP Process and may engage in any activity which, in their reasonable discretion, does not contradict or frustrate the terms or objectives set forth in any QWIP approved in accordance with the QWIP Process, including but not limited to performing the following actions:

1. approve transactions from the Administrative Budget Wallet with the Special Council;
2. coordinate or direct emergency operations with the Special Council on behalf of the QWAN DAO or the Foundation;
3. make changes to these Bylaws if the Foundation Directors believe such changes would improve the Foundation Directors’ ability to fulfill their obligations (the “Amendment Authority”). Directors agree in good faith to exercise such Amendment Authority pursuant to the QWIP Process unless such Amendment Authority must be exercised at an Emergency Meeting as described in Section 3(b)(iv) below; and
4. call and hold emergency meetings ("Emergency Meetings") to enable the Foundation Directors and the Special Council to rapidly respond to an imminent security threat, as that is reasonably interpreted by the Foundation Director and the Special Council, to the QWAN DAO, any protocol utilizing the Token, the Tokenholders, or the Foundation, and the same rules that apply to Foundation Directors meeting in accordance with the Foundation Articles will apply to Emergency Meetings, except that:
5. an Emergency Meeting may be convened by the Special Council without prior notice to the Foundation Directors;
6.there is no quorum requirement for an Emergency Meeting; and
7. the Foundation Directors will not publish minutes of an Emergency Meeting until the underlying security threat has been remedied or judged to no longer be a threat, with the full consensus of all Foundation Director(s) and the entire Special Council.

(c) QWAN Improvement Proposal Processes.
• Phase 0 – QWIP Idea
• All ideas and proposals must initially be published on the Governance Forum and must clearly state a title for the proposal, its objective, steps required to implement the proposal if approved, all known or anticipated costs if the proposal should be approved and include a reasonable articulation of the facts underlying the basis for the proposal for which the Tokenholder seeks to submit. The objective at this stage is to articulate the basis for the proposal and all relevant considerations to receive constructive feedback from the community. Proposals at this stage must seek to engage in public and transparent discourse with the QWAN DAO community. The absence of any feedback to a proposal at this stage is a likely indicator that the proposal is irrelevant, impractical, contrary to the mission of the QWAN DAO, or not clearly articulated, and as such will likely fail in Phase 1.

• Phase 1 – Submitting a QWIP Idea
• After a QWIP Idea is submitted, it must be reviewed by the Administration Team to ensure the proposal is relevant and meaningful to the QWAN DAO, is lawful, and otherwise meets ecosystem standards. Tokenholder engage with the topic in this phase and the author(s) who made the proposal informally gather feedback and initial support for it.
• All QWIPs must remain in Phase 1 for community discussion until all of the following conditions are met:
        • Minimum Time Period: A minimum time period of seven (7) days is set to allow for sufficient time for community discussion. An author cannot request to continue forward in the process until the minimum time period is met.
       • Explicit Request: The QWIP Idea shall remain in community discussion until the author believes they have received sufficient feedback from the community and explicitly requests to move to Phase 2. An author cannot request to continue forward until the Minimum Time Period has been met.
       • Formal QWIP Template: While the initial idea or topic may be submitted as a vague or ill-defined idea, it must follow a specific template and provide sufficient information to the community prior to moving forward. This formal template includes but is not limited to:
               •  Summary: A summary of the proposal.
               • Background: Provide background information, if any, for the proposal.
               •  Objective: Explain the goal of the proposal. Clearly state how and why the proposal will benefit or foster the interests or goals of the QWAN DAO.
               •  Team: Identify the team or persons that will execute or implement the specifications of the proposal.
               •  Specification: Explain in detail the project, development, expected/proposed timelines, use case, feature, or change that is being proposed, and other information relevant to the proposed idea.
               •  Implementation Plan: Clear step-by-step process on how the proposal will be executed or implemented and what resources, support, or contributions, if any, are being requested from the community and/or by the QWAN Foundation.
               •  Costs: Define the budget or costs for the proposal.
        •  Once all the criteria listed above are met, the QWIP Idea moves to the next phase in the governance process.
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•  Phase 2 – Review and Analysis of Formal QWIP
‍ •  Once a proposal has passed Phase 1, it moves to Phase 2 for review and analysis. This includes critical considerations involving understanding the purpose of the proposal, how it benefits the QWAN DAO, and fulfilling any specific requests from the QWAN Foundation, Administration Team, or Special Council.
 • In this Phase, all QWIPs will be assigned a unique identification number which will be used throughout all stages of the proposal lifecycle. The Administration Team will update the title of the topic.
 •  The Administration Team will review the Formal QWIP submitted by the author/team. Further questions may be asked if certain areas of the Formal QWIP are unclear.
 •  A risk-based approach is applied for the analysis.
       •  Author(s) & Team: Online presence, information, and any other relevant publicly available information about the author and team is reviewed.
       •   Request: The request from the QWAN Foundation is clearly stated and unambiguous so that it can be fulfilled if the Formal QWIP is accepted.
       •  Operations & Risks: Identify the operational requirements and risks to the QWAN ecosystem. This includes but is not limited to:
               •  Legal risk;
               •  Jurisdiction risk;
               •  Sanctions risk;
               •  Market and economic risks;
               •  Product & services risk;
               •  Key person risk;
               •  Regulatory risk;
               •  Operational risk;
               •  Brand & reputational risk; and
               •  Protocol, technology, and network risk.
•  Once the Administration Team has reviewed the QWIP, has identified the operations and risks, and the support levels are met, the proposal and analysis is presented to the Special Council.
•  The Special Council may perform the following actions:
       •   Ask additional questions to the author(s) and team. Once these questions are answered, it is presented back to the Special Council for consideration.
       •   Reject the Formal QWIP: The Formal QWIP may be rejected if the Special Council determines, in its reasonable discretion, that costs are not clear, there are material risks to or resulting from implementation, it may cause harm (including reputational harm) to the QWAN DAO, requires a commercially unreasonable amount of assets or resources, does not align with or foster the objectives, interests or mission of the QWAN DAO, unduly increases risks to the ecosystem or the DAO, as determined in the Special Council’s sole discretion, has the potential to violate any applicable laws or regulations, or other appropriate reason to reject.
       •  Permit the Formal QWIP to proceed for official vote by the QWAN DAO.
•  Withdrawn Proposals: Formal QWIPs may be withdrawn and exit the governance process at this phase as follows:
       •  Specifically requested by the author(s).
       •  A time period of no or incomplete response to questions proposed by the Administration Team or Special Council within 30 days.‍

•  Phase 3 – Voting

•  A proposal that has successfully passed Phase 2 becomes eligible for Phase 3.
•  If the Formal QWIP has been approved for a Tokenholder vote by the Special Council members,
•  Voting shall occur at https://snapshot.org/#/theqwan.eth
•  Votes will be counted by the number of Tokens voted in favor of or against the Formal QWIP.
•  Voting options will be “For” and “Against”.
•  Voting by a minimum of 10,000,000 Tokens is required for a quorum in order to have a valid voting process. If less than 10,000,000 Tokens are voted, the Formal QWIP will be considered Rejected.
•  Any Tokenholder can delegate their vote, provided that, in the absence of a QWIP approved at a later date, the Special Council may establish guidelines for token voting delegation.
•  The Administration Team can create the vote up to 48 hours prior to when voting is opened.
•  The voting period shall last for 6 days.
•  A Live QWIP becomes an Accepted QWIP if there are a majority of “For” votes and quorum is achieved. A Live QWIP becomes a Rejected QWIP if there is not a majority of “For” votes. A tie means the Live QWIP becomes a Rejected QWIP.
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Conflicts
     •  One or more QWIPs may be in direct conflict with one another as determined by the Special Council in its reasonable discretion. As a result, once a Formal QWIP is approved for an official vote by the Special Council, any QWIPs or Formal QWIPs that are in direct conflict with the Formal QWIP shall be put on pause until the vote has taken place. If the Live QWIP becomes an Accepted QWIP, the QWIPs and Formal QWIPs in progress are considered null and void. If the Live QWIP becomes a Rejected QWIP, the QWIPs and Formal QWIPs in progress are unpaused and continue through the governance process.
     •  An Accepted QWIP shall be given a period of Four (4) months after implementation before an QWIP that is in direct conflict can be submitted into the governance process. This provides time for the Accepted QWIP to develop and minimizes the duplication of QWAN ecosystem assets and resources.
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‍(d) Foundation Director Authority. If, following the approval of a QWIP by the QWAN DAO, a majority of the Foundation Director(s) or the Special Council acting in the best interests of the Foundation company reasonably determine that such QWIP, if implemented, would:
(A)         compromise the Foundation Director(s)' fiduciary duties as they are owed to the Foundation;(B)        be in violation of these Bylaws, the Foundation Articles, the QWIP Process, any statutory requirements of Cayman Laws or the laws or regulations of any other applicable jurisdiction;
(C)       cause the Foundation to be in breach of any contracts, agreements or any other arrangements; and/or
(D) be against the best interests of the Foundation,
such Foundation Director(s) may direct the Special Council or take such other steps as are required to reject or remediate the enactment of such QWIP.
•  Modifications to the Foundation or Amendments to Bylaws 
      • These Bylaws may be amended or altered by a QWIP approved through the governance process outlined in these Bylaws where there is a quorum of 30,000,000 Tokens of the total supply of $QWAN. Any proposed amendments must comply with the guidelines and procedures set forth in these Bylaws, all relevant laws and regulations, and shall be subject to the review, advice, and consent of the Special Council.
      • okenholders have the prerogative to modify the number of Directors of the Foundation by way of a Bylaws QWIP or to remove Directors subject to the review and approval by the Special Council in situations where the action (or omission) of any Director materially frustrates a substantial right of the Tokenholders. Like modifications to the Bylaws, this requires 75% of “YES” votes to pass. Further, Tokenholders also have the ability to remove or appoint a Supervisor, who is responsible for overseeing the Director of the Foundation. Like Bylaws QWIPs for modifying the number of Directors of the Foundation or for modifying the Constitution, proposals that seek to remove and/or appoint a new Supervisor must follow the procedures outlined above for Bylaws QWIPs.

Committees
(a) To streamline certain operations, certain activities of the Foundation are facilitated by committees, as set forth below. Delegating certain administrative functions to separate committees enhances governance efficiency and creates a more fluid experience for the QWAN DAO. The Tokenholders shall have the authority to vary and/or create new committees from time to time in accordance with the QWIP Process. The members of the committees of the Foundation are not fiduciaries in any respect. The initial committees of the Foundation shall be as follows:
•  Administration Team The Administration Team ("AT”) will ensure that QWIPs follow the governance process as outlined above. The AT will prevent or terminate proposals that have failed to follow the appropriate process, that violate the mission or purpose of the QWAN DAO, or that are otherwise counter to applicable rules and regulations or the objective of the QWAN DAO-Governed IP. The AT shall post regular meeting updates on the Governance Forum.
•  Special Council. The Special Council is tasked with overseeing and intermediating the administrative functions of the QWAN DAO, and the Foundation, including calling emergency operational meetings as needed to discuss any security threats to the QWAN DAO, any protocol utilizing the Token, the Tokenholders, or the Foundation. This includes, but is not limited to, paying Foundation invoices relating to legal, registration, director and supervisor fees, and other fees from time to time. Each Special Council member shall be provided with an annual grant equal to $100,000 USD payable in $QWAN each year, to support the administrative functions of the Foundation. These funds shall be distributed to the Administrative Budget Wallet, the signers of which shall be the persons serving on the Special Council. Any additional funds will be requested in a subsequent QWIP, and any funds not used in a calendar year, will be returned to the Foundation treasury. The Special Council shall post regular meeting updates on the Governance Forum, provided that such updates need not include any minutes of an Emergency Meeting until the underlying security threat has been remedied or judged to no longer be a threat in accordance with Section 3(B)(iv)(C) above.
•  Initially, the Special Council shall be made-up of three (3) seats. Each elected Special Council member serves a term of one-year (a “Term”). Those seats shall be filled by three (3) individuals, who will serve an initial term of one (1) year (the “Initial Term”). Thereafter, Tokenholders can nominate and elect Special Council members to serve a Term, unless, subject to a Tokenholder vote and the QWIP Process, a Special Council member is removed.
•  Following the conclusion of the Initial Term, Tokenholders may, subject to a Tokenholder vote and QWIP Process, expand the size of the Special Council to add additional seats. The size of the Special Council shall never be less than three (3) individuals.

Proposals regarding Foundation
(a) As set forth in Section 3(a) above, Foundation Directors may be removed from time to time in accordance with the QWIP Process, or as otherwise set forth in the Foundation Articles, provided that the Foundation must always have one director. For the avoidance of doubt, the Token holders may remove the Foundation Directors, or expand or reduce the number of Foundation Directors, pursuant to their approval of a QWIP.

Relationship between the Foundation and the Tokenholders
(a) The Tokenholders are represented by the Foundation, which represents the Tokenholders' interests in connection with contractual and legal processes, including regulatory compliance and those other matters set forth in the Foundation Articles.
(b) The Foundation has engaged with certain third parties to provide services as the Foundation Director(s) in accordance with the terms of the Foundation Articles and these Bylaws, and subject to Cayman Law, the Foundation Director(s) are required to act at the direction of the Tokenholders in respect of certain matters.
(c) The Tokenholders have the authority to make certain decisions in relation to the Foundation as set forth in these Bylaws and the Foundation Articles. In the event there is ever a conflict between the decisions of the Foundation and the Tokenholders, the decisions of the Tokenholders will prevail, unless a different outcome is required under Cayman Law.
d) The Tokenholders shall ensure that the Foundation has sufficient authority and resources, including funding, to execute upon the Foundation’s mandate, meet the Foundation’s obligations under applicable law, and satisfy the Foundation’s contractual obligations entered into in accordance with the Foundation Articles or these Bylaws.
(e) The Foundation's Directors are authorized to take any actions reasonably necessary on behalf of the Foundation to give effect to a vote of the Tokenholders including passing any director resolutions to memorialize such vote.
(f) To the extent there is ever a conflict between the provisions of the Bylaws and the Foundation Articles, the Foundation Articles will prevail so long as doing so would not result in any of the occurrences enumerated in Section 3(d)(A)–(D).
(g) Although Foundation Directors owe fiduciary duties to the Foundation, Foundation Directors are not fiduciaries for the Tokenholders.

Dispute Resolution
(a) Should a controversy, dispute or claim arise out of or in relation to these Bylaws ("Dispute"), the Foundation, the Directors or the Tokenholders (as appropriate) must give thirty (30) days' notice of such Dispute to the relevant party/ies (the "Notice of Dispute"). Should the Dispute not be resolved at the expiration of thirty (30) days after service of the Notice of Dispute, the relevant party may commence arbitration proceedings in accordance with (b) below.
(b) Should the Dispute remain at the expiration of thirty (30) days after service of the Notice of Dispute, the Dispute shall be settled by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules (the "Rules"). The arbitration shall be seated in George Town, Grand Cayman and governed by Cayman Law. The language of the arbitration shall be English. The arbitration shall be determined by a sole arbitrator to be appointed in accordance with the Rules. Any award or decision made by the arbitrator shall be in writing and shall be final and binding on the parties without any right of appeal, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction thereof. No action at law or in equity based upon any claim arising out of or related to these Bylaws shall be instituted in any court of any jurisdiction.