*A Maine Unincorporated Nonprofit Association Operating as a 501(c)(4) Social Welfare Organization*

ARTICLE I - NAME AND PURPOSE

Section 1. Name
The name of this unincorporated nonprofit association shall be Kianga Ellis Projects Association (the "Association").

Section 2. Purpose 
This Association is organized exclusively for the promotion of social welfare within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, and applicable laws of the State of Maine.

The Association's primary purpose is to promote Citizen Adjacent Action.

Section 3. Supplementary Operating Guidelines
The Association may adopt and maintain a set of Operating Guidelines, approved by the Steward Council, which expand upon these Bylaws to govern technical operations, voting mechanisms, legal procedures, and internal practices. In the event of a conflict between these Bylaws and the Operating Guidelines, these Bylaws shall control.

ARTICLE II - MEMBERSHIP

Section 1. Eligibility
Membership is open to any individual or entity that holds a valid, verifiable blockchain wallet address and possesses at least one (1) Association-issued Membership Badge NFT.

"NFT" refers to a non-fungible token, a cryptographically unique digital asset issued on a blockchain network that represents membership, rights, or other functions as defined by the Association.

Section 2. Rights and Responsibilities 
Members shall be entitled to:
- Participate in governance via voting mechanisms outlined in these bylaws.
- Propose initiatives and resolutions in accordance with the procedures of the Association.
- Receive periodic communications and updates.

Members are responsible for:
- Maintaining control of their blockchain wallet.
- Ensuring continued possession of their Membership NFT to remain in good standing.

Section 3. Verification and Records
Membership shall be verified by ownership of a Membership NFT, which is:
- Issued and managed by the Association via a transparent and auditable smart contract.
- Associated with a wallet address, which serves as the sole identifier for membership and voting.

A real-time, public registry of valid Membership NFTs and associated wallet addresses shall serve as the official record of membership.

Section 4. Termination of Membership 
Membership automatically terminates if:
- The Membership NFT is burned or transferred.
- The Steward Council or smart contract governing the NFTs invalidates the wallet's status.

A terminated member may be reinstated upon approval of the Steward Council and re-issuance or transfer of a valid Membership NFT.

ARTICLE III - GOVERNANCE AND VOTING

Section 1. Governance Structure
The Association shall be governed by:
- A Steward Council initially composed of one (1) Founding Steward, with authority to expand the Council through appointment by the Founding Steward in their exclusive discretion.
- The Membership may propose and vote on resolutions as further detailed in the Operating Guidelines.

Section 2. Initial Steward Council
The Association shall begin operations with one initial Steward, who shall serve until additional Stewards are appointed or as otherwise provided by these Bylaws.

Section 3. Steward Council Duties 
- Oversee administration, finances, and legal compliance.
- Execute the decisions of the Membership.
- Instruct legal counsel and third-party representatives on behalf of the Association.

Section 4. Legal Representation
The Association may appoint a licensed law firm or attorney (the "Legal Representative") to act on its behalf in dealings with external parties. The Legal Representative shall:
- Be empowered to execute documents and communications based solely on written instructions from the Steward Council.
- Serve as the point of contact between the Association and third parties.

No individual Steward or Member shall act in a personal capacity or hold themselves out as a representative of the Association unless specifically authorized to do so in writing by the Steward Council.

Section 5. Limitation of Liability
To the fullest extent permitted by law, no Steward or Member of the Association shall be personally liable for the debts, obligations, or liabilities of the Association solely by reason of membership or service.

The Association shall adopt and maintain indemnification provisions to protect Stewards acting in good faith and within the scope of their authority. Indemnification shall be payable solely from the assets of the Association's treasury. No individual Member shall be personally responsible for indemnification or reimbursement of any liabilities or expenses incurred by another Member or Steward.

Section 6. Voting Procedures 
Votes shall be conducted using blockchain-enabled tools and governed by smart contracts when feasible. Each valid Membership NFT equals one vote.

Voting mechanisms may include:
- Snapshot voting systems.
- Quadratic or delegated voting, as adopted by the Association.

Voting shall be open for no fewer than 72 hours and results shall be binding if quorum is met.

Section 7. Quorum and Approval
Quorum shall be 10% of eligible members. 
Proposals shall be approved by a majority of votes cast, unless otherwise stated.

ARTICLE IV - MEETINGS

Section 1. Annual Meeting
The Association shall hold an Annual Meeting virtually or physically as determined by the Steward Council.

Section 2. Special Meetings
Special meetings may be called by:
- Majority vote of the Steward Council
- Petition by at least 10% of the membership

Section 3. Notice 
Notice of meetings shall be posted on the Association's official communication channels and through smart contract announcements, at least 14 days in advance.

ARTICLE V - FINANCIAL AND ADMINISTRATIVE MATTERS

Section 1. Treasury 
Funds may be held in both fiat and cryptocurrency wallets under the control of the Steward Council, subject to transparent reporting.

Section 2. Fiscal Year 
The fiscal year shall end on the 31st day of December each year.

Section 3. Dissolution 
Upon dissolution, assets remaining after payment of all liabilities shall be distributed for one or more exempt purposes under Section 501(c)(4) of the Code.

ARTICLE VI - AMENDMENTS

These Bylaws may be amended by unanimous decision of the Steward Council or a 2/3 majority vote of Members in good standing, provided that the proposal was:
- Submitted at least 14 days prior to the vote.

- Posted on the Association's official forum and linked via on-chain or verified announcement, and has the verified support of at least one Steward.

ARTICLE VII - COMPLIANCE AND LIABILITY LIMITATIONS

Section 1. Legal Structure 
The Association shall operate in compliance with:
- Section 501(c)(4) of the Internal Revenue Code.
- Applicable federal, state, and its adopted blockchain governance regulations.

Section 2. Liability Shield
To the maximum extent permitted by Maine and Federal law, no Steward or Member shall be personally liable for the actions, debts, or obligations of the Association.

The Association may adopt and maintain indemnity and liability protections, including but not limited to:
- Directors and Officers liability insurance (if and when applicable)
- Smart contract-based enforcement of limited liability provisions
- Explicit disclaimers in public and legal interactions affirming its unincorporated association status
- Indemnification for Stewards and Members acting in good faith, provided such indemnification is paid solely from the treasury assets of the Association and not by any individual member.

CERTIFICATION

These Bylaws were adopted by the founding members of Kianga Ellis Projects Association on the ___ day of ______, 2025 by cryptographic proof of signature creating the Association through the Juicebox.money smart contract creation of its treasury and membership operating infrastructure on the Ethereum blockchain.

Transaction:

Members:

*The above text is a true copy of the Bylaws in effect at inception and filed with the Association’s Form 8976, Notice of Intent to Operate Under Section 501(c)(4) on [DATE].