Governance Resolution

Entered into force on February 21, 2026.

On-chain voting result: association.dao.eth/transaction-hash

1. General Provisions

1.1. Name: This Governance Resolution establishes the New Epoch Association (hereinafter the “Association”), a decentralized autonomous association governed by the protocol’s smart contracts.

1.2. Mission: The Association organizes, finances, and promotes fundamental and applied research and development aimed at the emergence of humanity as a multi-planetary civilization. The Association is an international public association by purpose and scope of activity.

1.3. Legal Qualification: The Association is a decentralized autonomous association operating based on and in accordance with the principles set forth in Article 60 and following of the Swiss Civil Code. Relations between members and the Association are governed by this Governance Resolution and other Association documents. Members’ liability is limited to their contributions. The Association’s liability for any obligations is limited solely to its assets controlled by its smart contracts. Despite having a physical address at Rue Le Corbusier 12, 1208 Geneva, Switzerland for official correspondence and compliance with ZGB, actual governance, decision-making, and function execution are carried out decentrally via Lex Cryptographica (protocol code) and actions of Qualified Verifiers on the blockchain.

1.4. Applicable Law: This Governance Resolution, all related documents, and relations between the Association and its members are governed by substantive Swiss law. Lex Cryptographica (protocol code) applies subsidiarily and only insofar as it does not contradict this Resolution or applicable Swiss law.

1.5. Supremacy of Mandatory Norms: Any on-chain decision or protocol action that directly contradicts or violates mandatory provisions of applicable Swiss law is void and without legal effect from the moment of adoption. In such cases, Swiss law provisions prevail, and the Authorized Representative for Legal Support must take necessary measures to rectify and bring compliance.

1.6. Tax Liability Disclaimer: The Association makes no representations or warranties regarding tax consequences of any activities, including ownership of Formation Tokens (“FT”) and Governance Tokens (“GT”) or receipt of Grants. Each participant, partner, and grant recipient bears sole responsibility for determining and paying all applicable taxes in their jurisdiction. The Association is not liable for tax noncompliance by participants or contractors.

1.7. Language of Proceedings: The primary language for all Association-related proceedings is English unless parties agree otherwise.

1.8. Hierarchy: This Governance Resolution has absolute supremacy over all other Association documents.

2. Governance and Tokens

2.1. Governance Protocol: The Association uses a protocol ensuring decentralized governance, transaction verification, and voting.

2.2. Tokens: Two types of tokens are approved:

2.2.1. Formation Token (“FT”): Used exclusively to grant holders access to Association protocol services, including the right to donate funds for Grants to Teams and participate in governance mechanisms to support the Mission.

2.2.2. Governance Token (“GT”): Used by Association members to exercise voting rights in governance.

2.3. Exchange: FT can be exchanged for GT and vice versa at a 1:1 rate.

2.4. Membership: To become a member, a user must acquire an FT from the Association, exchange it for GT, and use GT to participate in on-chain voting.

2.5. On-chain Voting: Three types of voting are approved:

2.5.1. Voting: On-chain simple majority voting (over 50%) of voting Governance Tokens.

2.5.2. Qualified Voting: On-chain qualified majority voting (over 80%) of voting Governance Tokens.

2.5.3. Qualified Confirmation: On-chain voting by qualified majority (at least 4/7) of trusted addresses entitled to qualified confirmation, implemented via cryptographic multisignature. Qualified confirmation is cryptographic proof and collective legal attestation by verifiers that:

2.5.3.1. The decision complies with the Governance Resolution.

2.5.3.2. Required due diligence and AML/Sanctions screening of counterparties have been performed per the Anti-Money Laundering, Counter-Terrorism Financing, and International Sanctions Policy.

2.5.4. Voting with Qualified Confirmation: A two-stage on-chain voting where the first stage is voting and the second stage is qualified confirmation by trusted addresses, constituting bicameral acceptance and mandatory for legal validity.

2.5.5. Initial Adoption of the Resolution: The first and sole adoption of this Governance Resolution occurs through Qualified Voting, providing legitimacy for its initial entry into force. Subsequent amendments and decisions are governed by clauses 2.5.2., 2.5.3., and 2.5.4.

2.5.6. Activation and Appointment of Qualified Verifiers: The initial appointment of seven trusted address holders required to activate qualified confirmation is done by Qualified Voting. All subsequent appointments (including scheduled rotation or replacement after dismissal) are also made by Qualified Voting, provided candidates meet requirements in 2.8.1.

2.5.7. Duration:

2.5.7.1. Standard Duration: All on-chain votings have a standard duration of seven days.

2.5.7.2. Activation Duration: Initial adoption of the Resolution and activation of qualified verifiers have a duration of fourteen days.

2.6. Grants: The Association undertakes to publish assignments for required research or development on its website and attract Teams to conduct them, using raised FT funds to pay Grants.

2.7. Funds: The Association must maintain the Special Research Fund (“SRF”), Special Development Fund (“SDF”), Awareness Raising Fund (“ARF”), and Legal Support Fund (“LSF”) above minimum thresholds set in the Asset Reserving and Risk Management Policy.

2.8. Qualified Verifiers: In addition to general provisions in Section 2, Qualified Verifiers (trusted address holders with qualified confirmation rights) are subject to mandatory requirements and procedures.

2.8.1. Requirements for Qualified Verifiers: Candidates must meet these criteria at appointment:

2.8.1.1. Jurisdictional Diversification Principle: To mitigate regulatory and sanction risks, no more than two of the seven verifiers may be citizens or tax residents of the same jurisdiction. Candidates must disclose jurisdiction(s) of tax residency before appointment vote.

2.8.1.2. Independence Principle: Verifiers must act independently. Candidates affiliated (including close relatives or business partners) with existing verifiers are ineligible.

2.8.1.3. Term (Rotation): Verifier’s term is limited to three years from appointment, automatically ending afterward. The same person or controlled entity may be reappointed for one consecutive term only.

2.8.2. Verifier Removal Procedure: Beyond clause 3.3., an emergency removal mechanism is introduced:

2.8.2.1. Initiation: Any member (Governance Token holder) may initiate an on-chain vote (“Removal Vote”) to immediately terminate a specific verifier’s authority.

2.8.2.2. Special Procedure: This Removal Vote does not require subsequent qualified confirmation.

2.8.2.3. Qualified Majority: Removal is effective immediately if approved by qualified majority.

2.8.2.4. Quorum: Removal votes with less than 50% participation of circulating Governance Tokens are invalid.

2.8.2.5. Consequences: Upon successful removal, the verifier’s cryptographic address is immediately removed from multisignature. The Association must initiate appointment of a new verifier within 30 days.

3. Representation and Mandate

3.1. Authorized Representatives: The Association may appoint Authorized Representatives to perform specific external actions, enter agreements with legal and natural persons, and ensure Mission fulfillment.

3.2. Mandate: Representatives’ authorities are defined in the “Mandate” document, tied to the position/mandate, not to individual name or address.

3.3. Appointment and Change: Appointment, modification, and termination of representatives’ authorities are effected through a separate “Executive Act” via Voting with Qualified Confirmation, except for verifier appointment/removal governed by clauses 2.5.6 and 2.8.2.

3.4. Compensation: Authorized Representatives receive no fees or salary. The Association reimburses reasonable documented expenses incurred performing mandate duties within Executive Act budget per the Expense Reimbursement Policy.

3.5. Requirements: The Data Protection Officer (“DPO”) position must be held by a natural or legal person who (a) holds proven qualification in Swiss law or international compliance, OR (b) assumes fiduciary obligation to immediately engage a licensed third-party compliance service provider accredited in a FATF-equivalent jurisdiction to perform EDD and SAR reporting per the AML Policy. The DPO is personally responsible for timely engagement. The DPO must appoint an external Data Processor acting as a separate controller or processor. Collection and storage of all Personal Identifiers obtained via KYC/KYB are conducted solely by the Data Processor per the Privacy Policy and applicable data protection laws (including nDSG and GDPR).

4. Entry into Force and Amendments

4.1. Entry into Force: This Resolution enters into force upon successful completion of the approving on-chain vote. Proof is the vote transaction hash automatically generated and published by protocol.

4.2. Amendments: Any amendments require Voting with Qualified Confirmation.

4.3. Notice: Continued use of the Association website, software, and tokens after amendment publication constitutes user acceptance of the updated Governance Resolution.