Inaugural meeting minutes

Background

Event: Inaugural meeting of the Association members, followed by first Association Board meeting

Timing: Both meetings held on October 14, 2019 in Geneva, Switzerland

The following organizations had signed on as members of the Association: Anchorage, Andreessen Horowitz, Bison Trails Co., Breakthrough Initiatives, L.P., Novi Financial*, Coinbase, Inc., Creative Destruction Lab, Farfetch UK Limited, Iliad, Kiva Microfunds, Lyft, Inc., Mercy Corps, PayU, Ribbit Capital, Spotify AB, Thrive Capital, Uber Technologies, Inc., Union Square Ventures, Vodafone, Women’s World Banking, Xapo Holdings Limited

Meeting Results

Council Meeting:

• The size of the Association Board was fixed at 5 members
• The following persons were elected as the Association Board members:
  • Matthew Davie – Kiva Microfunds
  • Patrick Ellis – PayU
  • Katie Haun – Andreessen Horowitz
  • David Marcus – Novi Financial
  • Wences Casares – Xapo Holdings Limited
• Bertrand Perez was appointed as Council chairperson and Dante Disparte was elected as deputy chairperson

Board Meeting:

• Bertrand Perez was appointed as Board chairperson and Dante Disparte was appointed as deputy chairperson
• The following persons were appointed to the Association’s executive staff:
  • Bertrand Perez – Chief Operating Officer and Interim Managing Director
  • Kurt Hemecker – Head of Business Development
  • Dante Disparte – Head of Policy and Communications

Interim Articles of Association

Purpose: Provides basic governance structure and decision-making framework for the Association members to advance the Libra** project workstreams

Council: Council of members is the supreme decision-making body of the Association

• One vote per Council member; any Council member who has a conflicting material direct or
  indirect financial interest in a matter will be recused from voting
• Majority vote required for most Council decisions; two-thirds supermajority vote for certain key decisions, including:
  • Admission and termination of members
  • Adoption and amendment of key Libra policies (e.g. reserve management policy and new
    member eligibility criteria)
  • Appointing and removing Board members
  • Dissolution or liquidation of the Association
  • Amending the Articles of Association

Members:

• Any member may leave the Association for any reason
• Members may transfer their membership under certain limited circumstances

Board: Board of individual members that carry out the day-to-day management of the Association and oversees the executive staff

• Board nominees must also serve as the individual Council representative of an Association
  member
• One vote per Board member; any Board member who has a conflicting material direct or
  indirect financial interest in a matter will be recused from voting
• Majority vote required for all Board decisions

Disputes:

• Disputes between members and the Association will be resolved pursuant to Swiss arbitration

*Novi was first announced as Calibra in 2019.

**On December 1, 2020, the Libra Association was renamed to Diem Association.