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Constitutional Document

Articles of Association of the Federation of Earth

An Association according to articles 60 et seq. of the Swiss Civil Code, dated 7 November 2025, registered office Gublerstrasse 24, 6300 Zug.

Art. 60 ZGBNon-profitZug · CH

Chapter I

General Provisions

ART. 1

Name

Under the name Federation of earth (fedearth)an Association according to articles 60 et seq. of the Swiss Civil Code exists.
ART. 2

Seat

The Association's registered office shall be in Zug, Switzerland.
ART. 3

Purpose

The purpose of the Association is to develop and support technology for the creation of tools and concepts to foster direct democracy worldwide. The Association may create and/or govern one or multiple proprietary or non-proprietary technology tools.

The Association is non-partisan and non-denominational.

The Association may raise funds on- or off-chain, conduct and promote all businesses and/or enter into all transactions and generally perform all acts as may be necessary, appropriate, incidental or desirable to assist in achieving or furthering its purpose.

It may allocate grants for liquidity bootstrapping, research, development and related activities, and the undertaking and participation in any other activities that support and promote such projects.

The Association does not strive for profit.

The Association may hold participations in other companies, and acquire, exploit, administer and dispose of tokens, real estate and intellectual property rights. It may also establish subsidiaries and branch offices in Switzerland and abroad and carry out all acts implicated by its purpose or which may be appropriate to promote its development.

ART. 4

Organisational Structure

The organisation of the Association consists of the bodies of the Association. The Association can issue rules and regulations based on these Articles of Association («Regulation»).
ART. 5

Duration

The duration of the Association is not limited in time.

Chapter III

Membership

ART. 6

Admission to Membership

The Association shall exclusively consist of Members that are trustworthy and of good repute. All Members shall be on equal footing.Members must apply electronically on-chain. More detailed instructions for application are provided by the Association.
ART. 7

Membership Fee

The General Assembly decides on the annual Membership fee, which has to be paid by each Member at the beginning of the business year, if any.
ART. 8

Termination of Membership

Membership ends by exclusion, resignation or liquidation of the Association. Members who resign or are excluded have no right to a share in the assets and no refund of fees paid.
ART. 9

Exclusion of Members

Possible reasons to exclude a Member include: material breach of the Articles or applicable law; bringing the Association or related technology into disrepute; non-compliance with obligations despite reminder; or non-payment of the Membership Fee despite reminder.
ART. 10

Resignation of Membership

A Member may resign from Membership electronically at any time.
ART. 11

Rights of Members

Subject to the availability of sufficient funds, each Member is entitled to participate in the General Assembly and in any way and form set forth in the Regulations. Each Member is responsible to exercise its rights and obligations on a best-effort basis.

Chapter IV

Organisation

ART. 12

Bodies of the Association

  • a. the General Assembly
  • b. the Management Board
  • c. the Auditors (if elected)
ART. 13

General Assembly — Articles, Agenda, Participation

The General Assembly is the supreme body of the Association. The Chairman shall preside. The ordinary General Assembly takes place annually, normally online or virtually, using an electronic voting system. The agenda is announced at least 20 days in advance. Each Member has one vote.
ART. 14

Extraordinary General Assembly

Called by decision of the Management Board or General Assembly, by request of at least one-fifth of the Members, or by request of the auditor if elected.
ART. 15

Responsibilities of the General Assembly

Amending the Articles of Association; approving financial statements and the annual report; determining Membership Fees; electing the Management Board and Auditors; discharging the Management Board and Auditors.
ART. 21

Representation & Signatures

The Management Board and the Chairman publicly represent the Association. The Chairman plus any other Member of the Management Board shall have a right to bind the Association when signing jointly by two.

Chapter · Auditor

Audit

ART. 22

General provisions

The Association generally refrains from auditing. However, a full audit by external auditors is mandatory if two of the following figures are exceeded in two successive business years:
  • a. total assets of CHF 10 million;
  • b. turnover of CHF 20 million;
  • c. average annual total of 50 full-time staff.
ART. 23

Appointment of the auditor

If the conditions of Art. 22 are fulfilled, the General Assembly appoints the auditors. At least one member of the auditor must be resident in Switzerland, or have its registered office or a registered branch office in Switzerland.

Chapter V

Assets of the Association

ART. 24

Assets

The assets of the Association consist of fees from service providers, Membership fees, public or private grants or subsidies, any gifts, contributions and other sources permitted by law.
ART. 25

Liability

Only the Association's assets shall cover for the liabilities of the Association. The Member's or Management Board's personal liability for the liabilities of the Association is excluded.
ART. 26

Liquidation proceeds

In the event of the dissolution of the Association, the Management Board determines the distribution of the liquidation proceeds.

Chapter VI

Dissolution

The Association will be dissolved on the basis of a corresponding resolution. In addition, the Association is automatically dissolved if only one Member remains and no second Member joins within three months.

SIGNED

Ali Mizani Oskui

Chairman

Date · 7 November 2025 · Zug, Switzerland

SIGNED

Martin Liebi

Board Member

Date · 7 November 2025 · Zug, Switzerland

This page is a faithful, human-readable reproduction of the Articles of Association dated 7 November 2025. In case of any inconsistency, the signed original lodged with the Handelsregisteramt des Kantons Zug prevails.