Articles of Smart Contract
of
Nft pw 2023
a Decentralized Autonomous Organization (project)

Authorized Capital

1. The total number of shares, which this project is authorized to issue is sixty-five (65), each with a par value of $3.00 USD.
2. Authority is hereby expressly granted to the Board of Directors to authorize the issuance of one or more series of shares and with respect to each such series to fix by resolution or resolutions providing for the issuance of such series the designation of and number of shares comprising such series, the voting powers, full or limited, if any, of the shares of such series and the preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such series.

Voting

1. Yearly, in respect of each financial year, and to hold the board of directors election, this project holds an annual voting.
2. Any voting shall require the affirmative vote of the shareholders of not less than 67% of all the votes entitled to be cast thereon by the shareholders of this project, voting together as a single voting group.
3. The Chairperson of the Board of Directors, the Chief Executive Officer, the President or the Board of Directors may call special votings of the shareholders. Further, prior to the Termination Event, a special voting of the shareholders may be called upon request by holders of not less than 25% of shares.
4. Each shareholder participating in the voting has one (1) vote per one share.
5. A member is not entitled to vote at any voting unless all calls or other sums presently payable by the member in respect of the project have been paid.

Directors

1. The total number of authorized directors constituting the Board of Directors shall be fixed from time to time solely by the Board of Directors pursuant to a resolution adopted by a majority of the Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be nine (9).
2. The directors shall be divided into three classes, designated as Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of directors constituting the entire Board of Directors.
3. At annual voting of shareholders the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term expiring at the third succeeding annual voting following such election. At the second annual voting of shareholders the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term expiring at the third succeeding annual voting following such election. At the third annual voting of shareholders the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term expiring at the third succeeding annual voting following such election. At each succeeding annual voting of shareholders, directors shall be elected to succeed the directors of the class whose terms expire at such annual voting for a full term expiring at the third succeeding annual voting following such election. Each director shall serve until his successor is duly elected and qualified or until his earlier resignation or removal.
4. Any shareholder, which holds at least one thousand (1000) shares may be nominated to the board of directors.
5. The right to cumulate votes in the election of directors shall exist with respect to shares of this project.
6. The holders of a majority of the outstanding shares may remove directors at any time with cause; and prior to the Termination Event, at a voting of shareholders called expressly for that purpose, one or more directors, including the entire Board of Directors, may be removed with or without cause by the holders of the shares entitled to elect the director or directors whose removal is sought if the number of votes cast to remove the director exceeds 50% + 1 votes.
7. Notwithstanding any provisions, prior to the occurrence of a Termination Event, any shareholder then entitled to designate or nominate one or more directors may nominate persons for election as directors without complying with any advance notice provisions.
8. A director of this project shall not be liable to this project or its shareholders for monetary damages for conduct as a director.

Decision-taking by Directors

1. The business and affairs of this project are managed by the directors, who may exercise all the powers of the project.
2. A directors' voting at which at least 5 of directors are presented may exercise all powers exercisable by the directors.
3. A decision of the directors may only be taken at a directors' voting; or in the form of a directors' written resolution.
4. Any director may call a directors' voting.
5. A directors' voting is called by sending notice of the voting to the directors.
6. Notice of a directors' voting must indicate its proposed date and time.
7. Notice of a directors' voting must be given to each director.
8. A decision is taken at a directors' voting by 50% + 1 of the votes of the participating directors.
9. Each director participating in a directors' voting has one (1) vote.

Procedure for declaring dividends per share

1. This project may at annual voting declare dividends per share, but a dividend must not exceed the amount recommended by the directors.
2. The directors may from time to time pay the members interim dividends that appear to the directors to be justified by the profits of the project.
3. A dividend may only be paid out of the profits.
4. Unless the members' resolution to declare or directors' decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each member's holding of shares on the date of the resolution or decision to declare or pay it.
5. Before recommending any dividend, the directors may set aside out of the profits of the project any sums they think fit as reserves.
6. The directors may apply the reserves for any purpose to which the profits of the project may be properly applied.
7. The directors may also without placing the sums to reserve carry forward any profits that they think prudent not to divide.

Executive Officers

1. This project shall have not more than five (5) executive officers, who shall be elected by the board of directors.
2. Any shareholder, which holds at least five hundred (500) shares may be elected as the executive officer.
3. The executive officers shall perform determination of the execution of the operations of this project that were delegated by a resolution of the board of directors.
4. The executive officers shall perform execution of the operations of this project.
5. The term of office of executive officers shall expire at the time of conclusion of the first voting of board of directors convened after the annual voting of shareholders.
6. The board of directors may release executive officers (including former executive officers) from liabilities for damages of due to negligence of their duties.