League Bylaws

OPERATING AGREEMENT OF BLOCKCHAIN BILLIARDS LEAGUE DAO LLC

A Wyoming Nonprofit DAO LLC

THIS OPERATING AGREEMENT is entered as of the 1st day of September 2024 (the “Effective Date”), by the individuals whose names and addresses are listed on Exhibit A attached hereto and incorporated herein but this reference (individually an “Initial Member,” collectively the “Initial Members” or “Original Founding Member”) and Blockchain Billiards League DAO LLC (the “Company” or the “League”).

RECITALS

WHEREAS, the Blockchain Billiards League DAO LLC was formed on July 26, 2024, as a Decentralized Autonomous Organization Limited Liability Company (DAO LLC) under the laws of the State of Wyoming.

ARTICLE I - NAME

The name of the limited liability company is The Blockchain Billiards League DAO LLC.

ARTICLE II - MISSION

Section 2.01. Principal Mission.

The mission of the League is to revolutionize the world of billiards by harnessing the power of blockchain technology. This mission is built on three foundational pillars: democratic governance, transparency in decision-making, and active community engagement. Each pillar not only supports the League’s operational and strategic goals but also shapes the culture and community at the heart of the League.

ARTICLE III - PURPOSES AND LIMITATIONS

Section 3.01. Purposes.

The League is a DAO LLC, organized under the Wyoming Limited Liability Company Act and the Decentralized Autonomous Organization Supplement, codified at Wyo. Stat. § 17-29-101 et seq., and 17-31-101 et seq., respectively.

The primary purpose, aim, and objective of the League shall be as follows:

  1. To promote the game of billiards globally;
  2. To integrate blockchain technology for enhanced democratization of governance and decision-making, transparency, and engagement within the billiards community;
  3. To support the development and maintenance of billiards sports standards;
  4. To establish and operate a nonprofit organization organized exclusively as a club for pleasure, recreation, and other nonprofitable purposes, within the meaning of IRC 501(c)(7);
  5. To promote and inculcate interest in the civic and social affairs of the billiards community;
  6. To hold meetings for the better realization of the above-named purposes;
  7. To do any other act or thing incidental to or connected with the foregoing purposes for any other lawful purpose, or in advancement thereof, but not for the pecuniary profit or financial gain of its members, directors, or officers except as permitted by law.

Section 3.02. Limitations.

In furtherance of the purposes set forth above, the League shall observe the following limitations:

  1. Non-Profit Operations. The League shall operate as a non-profit, tax-exempt organization and shall not engage in activities or use its assets for the benefit of private individuals, except as permitted under applicable non-profit law.
  2. No Private Inurement. No part of the net earnings of the League shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the League shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article.
  3. Legislative and Political Activities. The League shall not participate in or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. The League shall not attempt to influence legislation, except as permitted by the regulations governing non-profit organizations.
  4. Compliance with Laws. The League shall comply with all applicable federal, state, and local laws and regulations governing non-profit organizations, including but not limited to the laws of the State of Wyoming.
  5. Amendments. Any amendments to this Agreement must be proposed and voted on in accordance with the procedures outlined in Section 6.02 of this Agreement, which must be consistent with the non-profit purposes and limitations outlined herein.
  6. Dissolution. Upon the dissolution of the League, its assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the League is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Section 3.03. Nonprofit Nature of the Company.

The Company is nonprofit and shall not have or issue shares of stock, membership interest units pay dividends or make distributions. The Company has not been formed for pecuniary profit or financial gain, and no part of the assets, income, profits, or net earnings of the Company shall inure to the benefit of or be distributable to its trustees, managers, members, officers, or other private persons except that the Company shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Company affecting one or more of its purposes set forth in this Article and to make payments and distributions in furtherance of the purposes set forth in this Article, and no trustee, manager, member, or officer of the Company or any private individual shall be entitled to share in the distribution of any of the Company’s assets on dissolution of the Company.

ARTICLE IV - MEMBERSHIP

Section 4.01. Eligibility.

Membership is open to any person without discrimination or geographic restriction, who meets the requirements hereafter listed, and who is interested in the advancement of billiards through blockchain technology. The Company shall have four (4) classes of Members as follows:

  1. Original Founding Member. An Original Founding Member shall be a signatory to this Agreement and designated as such on Exhibit A, as having had a material effect in the creation of the Company in filing the Articles of Organization, drafting this Agreement, having helped develop its objectives as set forth herein; and as having provided the Company’s initial capitalization and operational development.
  2. Founding Member. A Founding Member shall be a signatory to the Organizing Agreement (“Handbook”), which, upon completion, and as soon as practically available, shall be incorporated herein by this reference as Exhibit B, as having had a direct role in the creation of the Handbook. To retain Founding Membership, a Founding Member must meet the continuing requirements for a Regular Member, described below.
  3. Regular Member. A Regular Member shall apply for Regular Membership. Applicants for Regular Membership must pay annual dues. To remain in good standing, members must continue payment of annual dues, then in effect for the year of renewal.
  4. League Operator. A League Operator shall be either a Founding Member and/or a Regular Member and all eligibility rules herein apply to League Operators. League Operators’ rights and privileges shall be outlined in the Handbook.

Each of the Original Founding Members, Founding Members, Regular Members, or League Operators, shall be referred to herein as a “Member” unless as otherwise specified herein and the provisions of this Agreement shall apply to each Member. Each of the Original Founder and Founding Members, shall be identified on the attached Exhibit C.

Section 4.02. Member Rights.

Members have the right to engage in meetings and vote on the following actions in the League, which includes but is not limited to:

  1. Regular Members have the right to participate in initiatives, propose projects, and vote on major decisions within the League;
  2. Accessing all the League’s activities and applications as outlined in this Agreement;
  3. Selecting delegates for the member-run Treasury, Executive, and Handbook Committees;
  4. Disposition of all or substantially all of the assets of the League;
  5. Any merger, including its principal terms and any amendments to those terms;
  6. Election to dissolve the League.

Section 4.03. Member Duties.

  1. Maintaining good standing as outlined in this Agreement and Section 4.04.
  2. Complying with the League’s rules and regulations.
  3. Actively participating in voting and decision-making processes.
  4. Upholding the immutable mission and purpose of the League as outlined in this Agreement.

Section 4.04. Dues, Fees, And Assessments.

Each Regular Member must pay annual dues. Annual dues shall be fixed and determined by the Executive Committee from time to time. Membership eligibility requires continued payment of annual dues to remain in good standing. Access to League Play and the League Application are contingent on a member being in good standing.

Additional fees and assessments are set at the Division Level by the League Operator, as outlined in the Handbook, and all members registered for League Play are expected to remain in good standing in accordance with this Agreement. As used herein, Division Level shall mean a local league that is operated by a licensed Blockchain Billiards League Operator for a specific geographic region/territory.

Section 4.05. Termination And Suspension of Membership.

  1. Causes of Termination. A Member’s Membership in the League shall terminate upon the occurrence of any of the following events:
    • Failure of the Regular Member to pay dues, fees, or assessments as set forth in the Handbook within the period specified after they become due and payable.
    • Occurrence of any event that renders the Member ineligible for membership or failure to satisfy membership qualifications.
  2. Suspension of Membership. A Member may be suspended under this Agreement based on the good faith determination by the Executive Committee that the member has:
    • Failed in a material and serious degree to observe the rules of conduct of the League, or
    • Engaged in conduct materially and seriously prejudicial to the purposes and interests of the League.

During the period of suspension, the person’s membership rights are suspended.

  1. Procedure for Expulsion or Suspension. If grounds exist for expulsion or suspension of a Member, the following procedure shall be followed:
    • Notification. The Member shall receive a time-stamped notification in their membership portal at least fifteen (15) days before the proposed expulsion or suspension (the “Notice”). The notification shall include the reasons for the proposed action.
    • Appeal Submission. The Member may upload an appeal through the League’s (Mobile and/or Desktop) Application within fifteen (15) days of receiving the notification.
    • Committee Decision. The Executive Committee meets monthly and shall review the appeal and decide whether to suspend, expel, or impose another sanction. The Committee’s decision shall be final.
    • Notice of Decision. The Committee’s decision shall be communicated by uploading a notice through the League’s Application into the member’s portal.
    • Restriction of Portal. A suspended member will have restricted access to their League’s Application.

ARTICLE V - LEAGUE GOVERNANCE STRUCTURE

Section 5.01. Initial Phase (Pre-Launch).

  1. Original Founding Members as Decision-Makers:
    • The Original Founding Members of Blockchain Billiards Holding Company will initially act as managing executives for both the League and the Blockchain Billiards Game, Inc.
    • The Original Founding Members will appoint executives for both subsidiaries, ensuring leadership consistency and strategic alignment.
    • The Original Founding Members shall select Founding Members to create and develop the Handbook.
  2. Development and Governance Setup:
    • The Original Founding Members and Founding Members will establish the rules, governance structures, and operational procedures for the League.
    • A call to action will be made for Founding Members to contribute to the Handbook.

Section 5.02. Transition Phase (Post-Launch With 100+ Members).

  1. Member-Driven Governance.
    • Once the league has at least 100 Members, the governance model will begin to transition to a more decentralized structure.
    • Members will propose and vote on major decisions, including the election of new committee delegates through the DAO platform.
  2. Continued Leadership.
    • The Original Founding Members of the Blockchain Billiards Holding Company, LLC, the League’s parent company, will continue to manage and provide oversight from the holding company to ensure alignment with overall strategic goals until the League has reached a point of operational and functional self-sustainability.
    • Founding Members will transition to roles within the Handbook Committee after the final ratification of the Handbook.

Article VI - COMMITTEE GOVERNANCE STRUCTURE; ELECTIONS

The League will not be managed by traditional executives or a board, but instead, it will be managed by member-selected committees of member-delegates.

The Original Founding Members of the League may participate in each committee as advisors in a guidance and support role only and do not count as a membership vote. The number of Members and quorum do not include the Original Founding Members. While Original Founding Members are able to participate in league play, they are not able to vote in committees.

Section 6.01. Roles of Committees And Role Governance.

  1. Executive Committee. The Executive Committee shall consist of five (5) members, three (3) of which shall make up the quorum required to vote at meetings of the Executive Committee. The vote required to approve an action by the Executive Committee shall be a simple majority vote. The Executive Committee shall be specifically responsible for:
    • Meets every month.
    • Reviews and make recommendations for the compensation, hiring, and termination of League employees and consultants responsible for the core day-to-day operations and functions necessary for the upkeep of the League, including, without limitation, facilitating operations, website and mobile applications maintenance, legal consultation, accounting services, community and communications management, and marketing and partnership development.
    • Make decisions on League innovations and growth functions.
    • Ensure that all operations, innovations, and functions continuously align with the broader strategic mission and vision of the League.
    • Responsible for evaluating objections and mandating action, including cessation or continuance of League activities and suspension or termination of the roles or membership of members.
    • Implementing all approved policies concerning admissions, memberships, suspensions, resignations, or other terminations of memberships.
    • Maintaining an active list of current Regular members.
    • The Executive Committee reserves the right to make updates to this Agreement solely to reflect technical changes or updates.
  2. Treasury Committee. The Treasury Committee shall consist of seven (7) members, five (5) of which shall make up the quorum required to vote at meetings of the Treasury Committee. The vote required to approve an action by the Treasury Committee shall be a simple majority vote. The Treasury Committee shall be specifically responsible for:
    • In consultation with the League’s chief recordkeeper and/or Treasurer, the Committee will meet every six (6) months to review League financials.
    • The League will determine appropriate pay-outs and reserves for the year, depending on the financials.
    • The Treasury Committee will determine appropriate tournament logistics, details, and prize amount considerations based on financial pay-outs.
    • Any Treasury Committee proposals on residual pay-out options will be made after this review. Not every review will yield a proposal. However, at least one set of proposals will be made to members each year to vote on how to distribute financial pay-outs for that year.
    • The fiscal year for the League shall be the calendar year.
  3. Handbook Committee. The Handbook Committee shall consist of seven (7) members, five (5) of which shall make up the quorum required to vote at meetings of the Handbook Committee. The vote required to approve an action by the Handbook Committee shall be a simple majority vote. The Handbook Committee shall be specifically responsible for:
    • At inception, this will be the Founding Members. After finalizing and ratifying the Handbook, the Founding Members are transferred automatically into the Handbook Committee to convene after two years from the date of ratification of the Handbook. Then, afterward, members will be able to select delegates according to standard procedures set forth in Section 6.02 of this Agreement.
    • The Handbook Committee will convene every two years (“biennially”) to ensure that immutable sections of the Handbook, this Agreement, and the Articles of Organization are not included in amendment proposals; and that amendment proposals do not materially impact the regulatory status of the League as a non-profit entity that would be in violation of the Wyoming Nonprofit Law.

Section 6.02. Elections.

Members may cast votes on delegates for committees, amendments, issues/proposals, and treasury allocation decisions.

  1. Each Member may cast a single vote per issue/proposal.
  2. Members may vote on one member delegate per committee.
  3. For issues/proposals, if a quorum is not met, a proposal is not passed. If a quorum is met, each proposal is brought forward to the DAO for a vote.
  4. A quorum of 20% of the membership and a simple majority vote is required to propose and enact changes; except in an election to dissolve the League, which requires a quorum of 80% of the membership and an absolute majority vote.

  5. Members will be able to make proposals during specific time periods through the DAO portal in the League’s Application.

  6. All proposals are vetted by the Treasury and/or Handbook Committee(s) first before final proposals are sent back to the DAO for a final ratification vote.

  7. The respective committee(s) will act collaboratively with members by receiving, reviewing, and introducing proposals back to members to vote on, except for the Executive Committee. Decisions made in the Executive Committee are the only decisions that are immutable and will not be made into proposals for voting.

  8. Members’ delegates will be chosen based on committee membership size. Voting will be conducted via the DAO platform, where each member can select their top 5 or 7 choices corresponding to the committee’s size. At the end of the voting period, delegates will be selected based on the highest votes received relative to the committee’s membership size.

  9. Delegates who relinquish their roles are replaced by the next delegate in the selection queue. This process continues for each relinquished role. If there is no additional delegate in the queue, an election will reopen until the roles are refilled for the allotted time of role tenure.

  10. Delegates elected to serve on the Treasury and Executive Committees will have one-year terms, with elections held annually. Members of these committees are eligible for re-election, as there are no term limits. Members of the Handbook Committee, which convenes biennially to review proposals, are elected for one handbook review cycle and are also eligible for re-election without term limits.

Section 6.03. Proposal And Voting Process.

  1. Proposal Submission Portal. Members can submit proposals electronically via a dedicated section on the DAO platform. A templated format ensures that all necessary details are provided, facilitating a streamlined review process.

  2. Automated Review Mechanism. Initial proposal screening is performed by smart contracts that check for compliance with submission criteria. Proposals meeting these criteria are automatically advanced for community discussion, committee review, and voting.

  3. Dynamic Voting System. The DAO platform will feature a flexible voting system capable of supporting various mechanisms (e.g., one member, one vote; majority voting) to best suit the type of decision being made. This system adapts to the League’s evolving governance needs, promoting equitable participation.

Section 6.04. Membership Engagement And Transparency.

  1. Real-time Updates and Notifications. Members will receive notifications through the DAO platform and other official communication channels about upcoming votes, proposal submissions, and results, ensuring high engagement and informed participation.

  2. Transparent Record-Keeping. All decisions and proposal outcomes will be recorded on the blockchain, providing an immutable history of the League’s governance actions. This level of transparency builds trust and accountability within the community.

Section 6.05. Formal Amendment Review And Discussions.

  1. Designated Town Halls to discuss Amendment Proposals. Biennially, when the Handbook Committee collects and reviews all member proposals for Amendments to the Handbook, or this Agreement, all proposals shall be discussed in recorded Town Halls that will be displayed on the League’s home page. Notifications for Town Halls will go out in advance to members through the Application, and/or will be posted on the webpage or on our verified social media channels, and members will be able to send their questions or comments through a form in the Application.

  2. Digital Announcement and Discussion Platform. Detailed announcements of all approved, proposed amendments are made on the League’s website and shared across communication channels such as the Mobile Application and our verified social media channels.

ARTICLE VII - DECENTRALIZED AUTONOMOUS ORGANIZATIONS (DAO)

Decentralized Autonomous Organizations (DAOs) typically operate on blockchain platforms and use tokens as a means of governance and participation. However, the exact requirements for participation in the League shall depend on individual membership with the League, and not proportionally through tokens. Each member will hold equal voting rights in the League.

Section 7.01. DAO Democratic Governance.

At its core, the League is committed to a governance model that is inclusive and participatory. By leveraging blockchain technology, the league ensures that every member has a voice in the direction and decisions of the organization. This democratic approach allows for:

  1. Equal Voting Rights. Utilizing a decentralized autonomous organization (DAO) structure to guarantee that each member’s vote carries equal weight, ensuring fairness in decision-making processes.

  2. Election of Delegate Representatives. Members have the power to elect delegates to various committees.

  3. Proposal Initiatives. Encouraging members to propose initiatives, changes, or improvements to the League’s rules or policies, promoting an environment of continuous innovation and adaptation.

Section 7.02. Transparency In Decision-Making.

Transparency is a cornerstone of trust and accountability. By integrating blockchain technology, the League ensures that all decisions, financial transactions, and rule changes are recorded and easily accessible to all members, thereby allowing for:

  1. Immutable Records. Leveraging the blockchain’s immutable ledger to maintain a transparent and unalterable record of decisions, votes, and transactions.

  2. Financial Transparency. Displaying a clear view of the League’s financial status, including income from memberships, donations, and other activities, as well as expenditures, fostering trust and responsible financial stewardship.

  3. Open Communication. Maintaining open channels of communication regarding governance decisions, league developments, and member contributions, ensuring that information is freely available and disseminated.

Section 7.03. Active Community Engagement Among Members.

The League seeks to create a vibrant, engaged community of billiards enthusiasts united by a shared passion for the game and a belief in the potential of blockchain technology to enhance the sport. This involves:

  1. Member-Driven Initiatives. Empowering members to lead and participate in initiatives that drive the global growth of billiards, from tournaments and competitions to educational programs and philanthropic activities.

  2. Global Outreach and Inclusion. Striving to grow the sport of billiards worldwide, reaching out to diverse communities, and lowering barriers to entry through technology, education, and support.

ARTICLE VIII - IMMUTABILITY CLAUSE

Section 8.01. Regulatory Compliance And Filing Status.

No amendment shall be made to the Articles of Organization, this Agreement, or the Handbook that would alter or compromise the filing status or regulatory status of the organization as a DAO LLC or non-profit entity in the state of Wyoming. Any changes that would violate the laws governing DAO LLC or non-profits in Wyoming or that would affect the organization’s compliance with these laws are strictly prohibited.

Section 8.02. Agreement With Sister Company.

No amendment shall be made that would alter or compromise any agreement between the League and Blockchain Billiards Game, Inc., which allows members to mint their NFT achievements into the game’s marketplace or use them within the game. This agreement is integral to the organization and shall remain unchanged.

Section 8.03. Core Mission, Vision, And Purpose.

The core essence of the mission, vision, and purpose of the League shall remain intact and unchanged. No amendment shall be made that would fundamentally alter the organization’s mission, vision, or purpose. These core elements define the organization and must be preserved to ensure its continuity and integrity.

ARTICLE IX - INDEMNIFICATION

Section 9.01. Right To Indemnification.

The League shall indemnify, to the fullest extent permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the League) by reason of the fact that he or she is or was a member, manager, officer, employee, or agent of the League, or is or was serving at the request of the League as a member, manager, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the League, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 9.02. Indemnification In Derivative Actions.

The League shall indemnify, to the fullest extent permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the League to procure a judgment in its favor by reason of the fact that he or she is or was a member, manager, officer, employee, or agent of the League, or is or was serving at the request of the League as a member, manager, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the League; except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the League unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 9.03. Successful Defense.

To the extent that a member, manager, officer, employee, or agent of the League has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 9.04. Advance Payment of Expenses.

Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the League in advance of the final disposition of such action, suit, or proceeding as authorized by the board of managers in the specific case, upon receipt of an undertaking by or on behalf of the member, manager, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the League as authorized in this Article.

Section 9.05. Non-Exclusivity.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of members or disinterested managers, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 9.06. Insurance.

The League may purchase and maintain insurance on behalf of any person who is or was a member, manager, officer, employee, or agent of the League, or is or was serving at the request of the League as a member, manager, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the League would have the power to indemnify him or her against such liability under the provisions of this Article.

Section 9.07. Amendment.

Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any person existing at the time of such amendment, repeal, or modification.

ARTICLE X - RECORDS AND REPORTS

Section 10.01. Maintenance of Corporate Records.

The League shall keep:

  1. Adequate and correct books and records of account.
  2. Minutes in written form of the proceedings of the various committees.

Section 10.02. Inspection By Executive Committee.

Every Original Founding Member and Executive Committee member shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Company and the records of each of its subsidiary entity. This inspection by an Executive Committee member may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

Section 10.03. Annual Report.

Within a reasonable time but no longer than one hundred twenty (120) days after the close of the fiscal year of the Company, the Treasury Committee shall cause an annual report to be sent to the Original Founding Members of the Company. Such report shall contain the following information in reasonable detail:

  1. The assets and liabilities, including the trust funds, of the Company as of the end of the fiscal year.
  2. The principal changes in assets and liabilities, including trust funds, during the fiscal year.
  3. The revenue or receipts of the Company, both unrestricted and restricted to particular purposes, for the fiscal year.
  4. The expenses or disbursements of the Company, for both the general and restricted purposes, during the fiscal year.
  5. Any information required by Section 9.04.

ARTICLE XI - EVENTS AND TOURNAMENTS

To further its aims and objectives, the Company intends to organize as many Billiards Events and Tournaments in as many areas across the globe as is possible.

ARTICLE XII - PARLIAMENTARY AUTHORITY

Robert’s Rules of Order shall be the parliamentary authority in all matters not covered by this Agreement.

ARTICLE XIII - DISSOLUTION OF THE COMPANY

Section 13.01. Dissolution.

  1. The Company shall dissolve on the happening of the first to occur of the events listed in Wyo. Stat § 17-31-114. The Company shall automatically dissolve upon revocation or denial of the tax-exempt application for 501(c)(7) status as a decentralized autonomous nonprofit organization. Any member shall then cause the articles of dissolution to be filed with the Wyoming secretary of state.

  2. On the dissolution of the Company, the Executive Committee shall, after paying or making a provision for the payment of all of the liabilities of the company, dispose of all of the assets of the company exclusively for the purposes of the company in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future U.S. Internal Revenue Law), as the Executive Committee shall determine. Any of such assets not so disposed of shall be disposed of by a judgment of the Laramie County District Court to an organization or organizations qualifying as exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future U.S. Internal Revenue Law) whose purposes are exclusively for one or more of the charitable, religious, educational, or scientific purposes above described.

Section 13.02. Death of a Member.

Notwithstanding the provisions of Section 13.1, the death of a Member shall not dissolve the Company. The representative of the deceased Member’s estate shall have, in addition to the powers listed in the Act, the power to assign the deceased Member’s Interest in the Company. Any assignment made pursuant to this Section in favor of one or more of the deceased Member’s heirs or legatees shall entitle which assignee(s) to become Members of the Company without obtaining the consent provided for in Section 9.1(b) hereof; any other assignee shall have only the right to receive, to the extent assigned, the distributions to which the deceased Member would have been entitled but shall not have the right to participate in the management of the Company or to become a Member thereof.

ARTICLE XIV - MISCELLANEOUS

Section 14.01. Notice.

Any notice, request, approval, consent, demand, or other communication required or permitted hereunder shall be given in writing by (1) personal delivery; (2) expedited delivery service with proof of delivery; (3) U.S. mail, postage prepaid, registered, or certified mail, return receipt requested; or (4) electronic mail, and shall be delivered to each party at his respective address set forth at the beginning of this Agreement (or in the case of the Company, the principal office address established pursuant to Section 1.6 hereof), or to such different address as such addressee shall have designated by written notice sent in accordance herewith, and shall be deemed to have been given and received either at the time of personal delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of electronic mail, when sent.

Section 14.02. Entire Agreement.

This Agreement supersedes any prior agreement or understandings between the parties with respect to the Company.

Section 14.03. Binding Effect.

Except as herein otherwise specifically provided, this Agreement shall be binding on and inure to the benefit of their respective heirs, legal representatives, successors, and assigns.

Section 14.04. Severability.

If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder provision or any other persons of circumstances shall not be affected thereby.

Section 14.05. Counterpart Signature.

This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

Section 14.06. Headings.

Section or paragraph headings in this Agreement are for convenience of reference only and do not affect the rights or obligations of any party hereto.

Section 14.07. Governing Law and Venue.

This Agreement is governed by the law of the state of Wyoming and must be construed in accordance with the law of that State. All questions concerning the construction, validity, and interpretation of this Agreement, including the relative rights of the Company and the Members, are governed by and construed in accordance with the laws of the State of Wyoming. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of this Agreement shall be brought against any of the parties in the Wyoming Chancery Court, or, if it has or can acquire jurisdiction, in the United States District Court for the District of Wyoming, and each of the parties consents to the jurisdiction of such Court (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. The Parties hereby mutually agree to irrevocably and knowingly waive to the fullest extent permitted by law, any right to a trial by jury in any action or proceeding arising out of this Agreement.

Section 14.08. Litigation Expense.

If any legal proceeding is commenced for the purpose of interpreting or enforcing any provision of this Agreement, including any proceeding in the United States Bankruptcy Court, the prevailing party is entitled to recover reasonable attorneys’ fees in the proceeding, or any appeal, to be set by the court without the necessity of hearing testimony or receiving evidence, in addition to the costs and disbursements allowed by law.

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