Section 1 Structure

The structure of the Agency shall consist of a Board of Governors, an Executive Board, the Nektar Decentralized Autonomous Organization (hereinafter “ the DAO”), a Managing Director, and such other officers and staff to perform such duties as the Agency may determine.

Section 2 Board of Governors

1. All powers under this Agreement not conferred directly on the Board of Governors, the Executive Board, the DAO or the Managing Director shall be vested in the Board of Governors. The Board of Governors shall consist of one (1) Governor appointed by each member in such manner as it may determine. Each Governor shall serve until a new appointment is made. The Board of Governors shall select one (1) of the Governors as Chairman.

b. The Board of Governors may delegate to the Executive Board authority to exercise any of its powers, except the power to:

1. admit new members and determine the conditions of their admission;

2. increase or decrease the capital stock;

3. suspend a member;

4. amend this Agreement;

5. decide appeals from interpretations of this Agreement given by the Executive Board;

6. make arrangements to cooperate with other international organizations;

7. decide to suspend permanently the operations of the Agency and to distribute its assets;

8. declare dividends.

3. The Board of Governors shall hold an annual meeting and such other general meetings as may be provided for by the Board of Governors or called by the Executive Board.
   
   

4. The annual meeting of the Board of Governors shall be held in conjunction with the annual meeting of the General Assembly of the Alliance.
   
   

5. A quorum for any meeting of the Board of Governors shall be a majority of the Governors, exercising not less than two-third of the total voting power.
   
   

6. The Agency may by regulation establish a procedure whereby the Executive Board may obtain a vote of the Governors on a specific question without calling a meeting of the Board of Governors.
   
   

7. The Board of Governors, and the Executive Board to the extent authorized, may adopt such rules and regulations as may be necessary or appropriate to conduct the business of the Agency.
   
   

8. Governors shall serve as such without compensation from the Agency, but the Agency shall pay them reasonable expenses incurred in attending meetings.
   
   

9. The Board of Governors shall determine the remuneration to be paid to the Executive Directors and the salary and terms of the contract of service of the Managing Director.

Section 3 Voting

1. Voting shall be reserved to members that satisfy the conditions referred to in Section 1(a) of Article II. Observer members may send a representative to attend any meeting of the Board of Governors but observer members shall not vote at such meeting.
   
   

2. Each Governor shall have one (1) vote and except as otherwise specifically provided, all matters before the Agency shall be decided by a majority of the votes cast.

Section 4 Executive Board

1. The Executive Board shall be responsible for the conduct of the general operations of the Agency and for this purpose, shall exercise all the powers given to it by this Agreement or delegated to it by the Board of Governors.
   
   

2. There shall be six (6) Executive Directors who shall not be Governors, and of whom:

   1. three (3) shall be appointed by the original members in such manner as it may determine;

   2. three (3) shall be appointed by the Secretary General of the Alliance in such manner as it may determine.
      
      

3. When new members join the Agency, the Board of Governors shall establish by simple majority of the total voting power, the methodology by which six (6) additional Executive Directors shall be elected by new members, so that the total number of Executive Directors shall be no more than twelve (12).
   
   

4. Executive Directors shall be appointed or elected every two (2) years.
   
   

5. Each Executive Director shall have one (1) vote and a quorum for any meeting of the Executive Board shall be a majority of the Executive Directors exercising not less than one-half of the total voting power.
   
   

6. The Executive Board shall meet as often as the business of the Agency may require.

   
   

7. The Board of Governors shall adopt regulations under which a member of the Agency not entitled to appoint an Executive Director may send a representative to attend any meeting of the Executive Board of the Agency when a request made by, or a matter particularly affecting, that member is under consideration.
   
   

8. The Executive Board may appoint such committees and may establish such subsidiary organs or may call for the creation of such specialised agencies as it deems necessary to support the needs of the Agency for the performance of its functions.

Section 5 Nektar Decentralized Autonomous Organisation (DAO) and Members

1. The DAO shall be the body responsible for enabling democratic participation in the Agency, and for this purpose shall exercise all the powers given to it by this Agreement or delegated to it by the Managing Director, Executive Board or Board of Governors.
   
   

2. The DAO shall be composed of clearly identified individuals older than eighteen (18) years old without distinction as to nationality or place of residence (hereinafter "the members of the DAO”).
   
   

3. Each member of the DAO shall have one (1) vote and except as otherwise specifically provided, all matters before the Agency shall be decided by a simple majority of the members of the DAO eligible to vote.
   
   

4. The Agency may by regulation establish a procedure whereby it may obtain a vote of the members of the DAO from a specific age group, nationality or place of residence without calling for a vote of all the members of the DAO. The rules and regulations adopted pursuant to this provision shall be consistent with the procedure established by this Agreement and the DAO Protocols as originally adopted and subsequently amended. In the event a member of the DAO fails to respect its obligations whenever voting is required such member shall be unable, for so long as such failure continues, to exercise its voting power.
   
   

5. Decisions on matters pertaining to the election of Managing Directors shall be made according to Schedule B. Matters pertaining to the selection of productive projects proposed by members of the DAO and members of the Business Consortium shall be made according to Schedule C. All other matters pertaining to the allocation of resources from the DAO and members of the DAO shall be made according to Schedule D.

Section 6 Managing Director and Staff

1. Members of the DAO shall elect a Managing Director for a four-year renewable term from one (1) of their members who shall not be a Governor or a Director. The Managing Director shall be Chairman of the Executive Board, but shall have no vote except a deciding vote in case of an equal division. He may participate in meetings of the Board of Governors but shall not vote at such meetings. The Managing Director shall cease to hold office by decision of the Executive Board in which members of the DAO concur.
   
   

2. The Managing Director shall be chief of the operating staff of the Agency and shall conduct, under the direction of the Executive Board, the ordinary business of the Agency. Subject to the general control of the Executive Board, he shall be responsible for the organization, appointment and dismissal of officers and staff of the Agency.
   
   

3. The Managing Director shall head the office of the Managing Director (hereinafter "the OMD”) composed of no less than three (3) officers appointed by the Managing Director that will be responsible for technical assistance and decisions on matters pertaining to Article III, Section 6 of this Agreement.
   
   

4. The Managing Director, officers and staff of the Agency, in the discharge of their functions, shall owe
   their duty entirely to the Agency and to no other authority. Each member of the Agency shall respect the international character of this duty and shall refrain from all attempts to influence any of the officers and staff in the discharge of these functions.
   
   

5. In appointing the officers and staff, the Managing Director shall, subject to the paramount importance of securing the highest standards of efficiency and of technical competence, pay due regard to the importance of recruiting personnel on as wide a geographical basis as possible.

Section 7 Advisory Council 

1. There shall be an Advisory Council of no less than five persons (5) selected by the Board of Governors including representatives of security, science, technology, artificial intelligence and commercial interests, and with as wide a national representation as possible. The Council shall advise the Agency on matters of general policy. The Council shall meet annually and on such other occasions as the Agency may request.
   
   

2. Councillors shall serve for two years and may be reappointed. They shall be paid their reasonable expenses incurred on behalf of the Agency.

Section 8 Investment Committee

1. There shall be an oversight Investment Committee composed of no less than three (3) persons selected by the Executive Board. The Committee shall advise the Agency on the development of frameworks and guides to define and evaluate impacts of investments and shall report achievements of positive contribution towards the SDGs to the Executive Board and to members. The Committee shall meet annually and on such other occasions as the Agency may request.
   
   

2. Members of the Committee shall serve for two years and may be reappointed. They shall be paid their reasonable expenses incurred on behalf of the Agency.

Section 9 International Business Consortium (Business Consortium)

1. The Business Consortium shall be composed of partnerships, associations, corporations or other legal entities (hereinafter "the members of the Business Consortium”) having wide responsibilities in Bitcoin, cryptocurrency, blockchain, Web3, technology, artificial intelligence and related fields. Members of the Business Consortium shall participate in the development of strategies and project proposals and in the implementation of projects in order to achieve the purposes stated in this Agreement. Decisions on matters pertaining to the selection of productive projects proposed by members of the DAO and members of the Business Consortium shall be made by the Managing Director according to Schedule C.
   
   

2. Members of the Business Consortium may request the opportunity to speak or offer recommendations to the Board of Governors. If accepted, these contributions may lead to official declarations or resolutions by the Board.

Section 10  Relationship with the Alliance

1. The Agency shall be an entity separate and distinct from the Alliance and the assets of the Agency shall be kept separate and apart from those of the Alliance. The provisions of this Section shall not prevent the Agency from making arrangements with the Alliance regarding facilities, personnel and services and arrangements for reimbursement of administrative expenses paid in the first instance by either organization on behalf of the other.
   
   

2. Notwithstanding the previous Section 10 (a), the Agency shall be the exclusive and permanent financial integrator and specialized agency of the Alliance and shall be responsible to cover the cost and expenses of the Alliance until the payments distributed to the Alliance as described in Section 19 of this Article shall be sufficient for the Alliance to support its own operational budget.
   
   

3. Nothing in this Agreement shall make the Agency liable for the acts or obligations of the Alliance, or the Alliance liable for the acts or obligations of the Agency.

Section 11 Relationship with the Nektar DAO

1. The DAO shall be an entity separate and distinct from the Agency and the assets of the DAO shall be kept separate and apart from those of the Agency; except for assets distributed under Schedule D, which shall be made to a special dedicated wallet for conducting the business of the Agency.
   
   

2. Notwithstanding the previous Section 11 (a), the DAO shall be fully integrated within the structure of the Agency and shall be the exclusive and permanent body responsible for enabling democratic participation of citizens in the Agency.
   
   

3. Nothing in this Agreement shall make the Agency liable for the acts or obligations of the DAO and its members, or the DAO and its members liable for the acts or obligations of the Agency.

Section 12 Relationship with other International Organizations

The Agency, acting through the Alliance, shall enter into formal arrangements with the United Nations and may enter into such arrangements with other public international organizations having specialized responsibilities in related fields.

Section 13 Location of Offices 

1. The principal office of the Agency shall be located in the territory of one (1) of the original members.
   
   

2. The Agency shall have an office in the same locality as the Alliance whenever it can appropriately do so. The Agency may establish agencies and other offices in the territories of any member.

Section 14 Innovation Centers of Excellence (ICE)  

1. The Agency shall establish one (1) Innovation Center of Excellence (hereinafter “ the ICE”) in the territory of its original members and in such territory as it may determine.
   
   

2. Each ICE shall be managed by a national director. National directors shall be local nationals from the private sector, but they shall not be Governors or Executive Directors. National directors shall be appointed by the Managing Director and shall cease to hold office when the Managing Director so decides.

   
   

3. The Managing Director shall determine the terms of the contract of service of national directors, staff and employees of each ICE.
   
   

4. Each national director shall conduct, under the direction of the Managing Director, the ordinary business of the ICE. National directors may participate in meetings of the Executive Board, but shall not vote at such meetings.

Section 15 Depositories 

Each member shall designate its central bank or such other institution as may be acceptable to the Agency as a depository in which the Agency may keep holdings of such member's currency or other assets of the Agency or the Alliance, as the case may be or, if it has no central bank, it shall designate for such purpose such other institution as may be acceptable to the Agency.

Section 16 Guarantee of the Agency’s assets 

Each member guarantees all assets of the Agency against loss resulting from failure or default on the part of the depository designated by it.

Section 17 Channel of Communication  

Each member shall designate an appropriate authority with which the Agency may communicate in connection with any matter arising under this Agreement.

Section 18 Publications of Reports and Provision of Information

1. The Agency shall publish an annual report containing an audited statement of its accounts and shall circulate to members at appropriate intervals a summary statement of its financial position and a profit and loss statement showing the results of its operations.
   
   

2. The Agency may publish such other reports as it deems desirable to carry out its purposes.
   
   

3. Copies of all reports, statements and publications made under this Section shall be distributed to the Alliance and members and all financial transactions contemplated under this Agreement shall be reported and auditable in real-time on a public blockchain.

Section 19 Dividends, allocation of Net Income and Wallets

1. The Board of Governors shall determine from time to time what part of its net income and surplus, shall be placed to the general reserve fund or the special reserve fund, and what part, if any, shall be distributed as dividends.
   
   

2. The Agency may use the special reserve fund for any purpose, except distribution of dividends.
   
   

3. If any dividends are paid from the net income of any year, it shall be distributed pro rata in proportion to capital stock held by members.
   
   

4. The Agency, by eighty-five percent majority of the total voting power may decide at any time to distribute any part of the general reserve fund. Any such distribution shall be made pro rata in proportion to capital stock held by members.
   
   

5. The Agency shall create dedicated wallets for the purpose of this Section. The distribution of payments under (c) and (d) above shall be made to the dedicated wallet of the member in Bitcoin or in such token or asset backed token as the Agency may determine.

Section 20 Miscellaneous Wallets

1. The Agency shall create a master sub-wallet and dedicated sub-wallets for the purpose of this Section. The assets held in dedicated sub-wallets shall be held separately from other dedicated wallets. The distributions of payments from productive projects selected by members of the DAO and the contributions and donations from members of the DAO, regardless of their form or forms shall be made to the master sub-wallet. Except as otherwise specifically provided, any asset held in the master sub-wallet shall be distributed pro rata to the dedicated sub-wallets of each member of the Alliance.
   
   

2. The Alliance may use dedicated wallets and sub-wallets as it may determine, provided that the use be in support of the Alliance socio-economic initiative and in accordance with the rules and regulations adopted by the Alliance Charter. The rules and regulations adopted pursuant to this provision shall be consistent with the strategic development plan developed by the Alliance with the member and the Alliance Charter.
   
   

3. In addition to the operations specified in this Article, the Agency shall have the power to:
   
   i. develop multi-signature security, multi-user policy controls, and advanced security protocols to protect wallets against loss or theft.
   
   ii. in an emergency, under the oversight of the Executive Board transfer all or any part of a member’s wallet holdings to a wallet where they can be adequately protected.

4. Dedicated wallets shall be terminated in the event of liquidation of the Agency or the Alliance and may be terminated, or the amount of the distribution may be reduced, prior to liquidation of the Agency or the Alliance by decision of a majority of the Governors, exercising eighty-five percent of the total voting power.
   
   

5. Upon termination of dedicated wallets because of liquidation of the Agency or the Alliance, any assets held in dedicated wallets shall be distributed in accordance with the provisions of this Agreement and the Alliance Charter, provided that the distribution be made under the oversight of the Executive Board and that before distributing contributions from the DAO and contributions and donations from members of the DAO, the Agency shall have obtained the approval of a majority of members of the DAO exercising not less than seventy-five percent of the total voting power.