Structura | Association Agreement

Structura

Unincorporated Nonprofit Association

January 1, 2026

Structura is initially formed as an Unincorporated Nonprofit Association (“UNA”) under Wyo. Stat. Title 17, Ch. 22 of the laws of the State of Wyoming. Until its election to become a WY DUNA, Structura will operate as an eight member WY UNA with decisions made by majority vote.

As is consistent with Wyoming law for conversion of entities under Wyo. Stat. 17-32-101 and Wyo. Stat. 17-26-101, Structura elects to be treated as a Decentralized Unincorporated Nonprofit Association (“DUNA”) under Wyo. Stat. Title 17, Ch. 32 immediately upon execution of the SHAPE airdrop and meeting the one-hundred member requirement.

Structura will remain a DUNA in perpetuity absent conversion to another entity form or dissolution, per the terms of this Association Agreement.

Article 1. Name

The name of this Association and the name by which it will be known is: “Structura” (referred to below as “the Association”).

Article 2. Purpose

The objectives and purposes of the Association shall be as follows:

The Association is established as an organizational framework for community engagement, collective decision-making, and innovation to pursue the common nonprofit purpose of creating a culture-first network that scales open meritocracy to fuel fine art and bold experiments to bring fun back onchain.
The Association has the power to do all things necessary or convenient to carry on its activities or affairs as an UNA or DUNA under the laws of Wyoming that are in furtherance of its purposes as set forth in paragraph 1 of this Article and as otherwise permitted by the Governing Principles subject to Articles 13 and 14.

Article 3. Membership

A Person shall become a Member of the Association by holding SHAPE token and active participation in the Association, which includes: delegation, voting and/or making proposals. Neither mere ownership without active participation nor the exercise of delegated voting power absent ownership and active participation of SHAPE shall constitute membership in the Association.
Members agree to abide by the established Governing Principles of the Association.
A Member shall be deemed to have resigned as a Member of the Association upon the disposal (voluntary or involuntary) of all Membership Interests (e.g., the SHAPE token(s) conveying their voting rights within the Association combined with active participation).
The withdrawal or resignation of a Member shall not dissolve the Association, and the Association shall be continued.
As the SHAPE token is freely transferable, a Member’s Membership Interest is freely transferable to another person through conveyance of such Membership Interest. However, transfer of a Membership Interest is conditional upon the conveyance of the underlying token and the recipient meeting the active participation criteria.
Any disposition of SHAPE tokens from the Treasury does not automatically convey a Membership Interest. As such, disposition from the Treasury is merely a conveyance of property unless specifically structured to be a Membership Interest through the terms of an enacted Governance Proposal.
A Member is representing themselves to be the rightful owners of their Membership Interest when engaging with the Association as a Member.

Article 4. Rights and Duties of Members

Members have no ownership rights of the property of the Association via their Membership Interest, and per capita distributions of assets or profits to members is expressly prohibited, with the exception of at windup and dissolution per Article 7.
A Member of the Association is not an agent or representative of the Association solely by reason of being a Member.
A Member of the Association has no fiduciary duties to the Association or to any other member of the Association solely by reason of being a member.
A Member of the Association is subject to the implied contractual covenant of good faith and fair dealing as applicable under Wyoming law. A Member of the Association has no authority to bind the association to a contract, sign documents, or act in any representative capacity on behalf of the Association absent specific authorization from a validly executed Governance Proposal as set forth in this Agreement.
To the extent permitted by applicable law, any debts, obligations and liabilities arising from the Association’s operations, whether arising in contract, tort or otherwise, shall be solely the debts, obligation and liabilities of the Association, and no Member or Administrator shall be obligated personally for any such debt, obligation or liability solely by reason of being a Member of the Association or participating in the governance of the Association.

Article 5. Voting; Governing Principles

As defined in Appendix A, an Association’s Governing Principles are a culmination of all the agreements (i.e., this Agreement, existing authorizations of authority, or executed Governance Proposals). As Governance Proposals are enacted, elements of the existing Governing Principles and this agreement may be superseded by validly executed Governance Proposals, except as limited within Article 13 and 14**.**
Token Governance of the SHAPE token will be activated on or about Oct 14, 2026 – at which point, the Association will provide for its governance through voting of the SHAPE token.
Through enacted Governance Proposals, Token Governance provides the following, except as limited within Article 13 and 14:
1. proposals from Members in the Association for upgrades, modification, or addition to the software systems / protocols;
2. proposals from Members to appoint Administrators to perform designated functions on behalf of the Association;
3. proposed changes to the Association’s Governing Principles;
4. quorum requirements for validly executed Governance Proposals and Temp-Checks;
5. votes necessary for a Governance Proposal to be enacted;
6. distributions of the Association’s assets to facilitate transactions in furtherance of the Association’s common, nonprofit purpose;
7. confirmation of Rules Committee Commissioners as established in Article 14;
8. confirmation of Growth Committee Commissioners as established in Article 15; and
9. any other matters of governance or activities within the purpose of the Association.
In order for a Governance Proposal to be enacted, it must:
1. first be submitted as a Temp-Check, which is a three-day period during which Members can utilize their SHAPE token to indicate support for a proposal. 15,000,000 delegated SHAPE tokens are required to raise a Temp-Check. In order for a proposal to transition from a Temp-Check to a vote of the membership, the Temp-Check must attain the support of 3% of the SHAPE tokens in circulation at the relevant voting snapshot, except as limited by Article 13.
2. upon a successful Temp-Check, the Governance Proposal period is open for three days, during which time Members can utilize their SHAPE token to affirm, deny, or participate without voting on the proposal. A proposal:
  1. passes if “For” votes exceed “Against” votes; and
  2. fails if “Against” votes exceed “For” votes.
A passed Temp-Check can be reverted for further consideration and modification pursuant to Article 14 if it is determined by the Rules Committee within 3-days of passage to be violative of legal requirements, technically unfeasible, or malicious. If the 3-day period expires without reversion or the Rules Committee affirms the Temp-Check, it is eligible to progress to a Governance Proposal.
Upon enactment of a Governance Proposal, any recipients of funds must complete a tax reporting intake through tooling provided by the Rules Committee Administrator within 15 days, or the payment will expire, and the recipient shall not be eligible to receive the funds absent future Governance Proposal.

Article 6. Administrators; Agents

This Association is organized for decision-making to be performed through its Governing Principles. The Association may grant authorization for specific delegated tasks through a validly executed Governance Proposal and any separate contract between the Association and Administrator(s).
An Administrator has no authority to act on behalf of the Association beyond the specific authorization granted through a validly executed Governance Proposal or otherwise in accordance with the Governing Principles.
A Member becomes an Administrator by assenting to perform the obligations established within a validly executed Governance Proposal or otherwise in accordance with the Governing Principles.
Depending on the duties and obligations contained within the grant of authority establishing Administrators, an Administrator may have fiduciary duties to the Association which should be explicit to the grant of authority when involving compensation or the handling of assets.
Absent specific limitations within the validly executed Governance Proposal, an Administrator can resign by presenting notice to the Association membership.
Upon resignation or the completion of their period of authority, an Administrator is not required to dispose of any Membership Interests in the Association and can continue as a Member upon resignation as an Administrator.

Article 7. Distributions prohibited; compensation

In accordance with the laws of Wyoming, the Association may engage in profit-making activities, but any profits from such activities must be used in furtherance of, or set aside for, the Association’s common, nonprofit purpose.
Except as provided in paragraph 3 of this Article, an Association may not pay dividends or make distributions to a Member or Administrator and the following are expressly prohibited:
1. The Association may not repurchase Membership Interest and the ability for Governing Principles to be enacted that supersede the Association Agreement are limited within Article 13 and 14; and
2. In the event the Association has resolved all outstanding debts, obligations and liabilities resulting from a dissolution and wind-up per Article 8 – all remaining assets may be distributed to members via their membership interests.
In accordance with the laws of Wyoming, the Association may:
1. Pay reasonable compensation or reimburse reasonable expenses to its Members, Administrators and persons outside the Association for services rendered;
2. Purchase SHAPE tokens on a secondary market; and
3. Confer benefits on its Members and Administrators in conformity with its common, nonprofit purpose.

Article 8. Dissolution; Wind-up

This Association has a perpetual duration and may only be dissolved by any of the following methods:
1. upon a validly executed Governance Proposal;
2. conversion; or
3. by court order.
After dissolution, the Association continues in existence until its activities have been wound up and it is terminated pursuant to Paragraph 3 and 4 of this Article.
The Association continues to exist beyond dissolution only for the purpose of winding up.
In winding up the Association, the members:
1. shall discharge the Association’s debts, obligations and other liabilities, settle and close the Association’s business, and marshal and distribute any remaining property in accordance with W.S. 17-32-126 and this Association Agreement;
2. may, as a result of a validly executed Governance Proposal, appoint an Administrator or Administrators to wind up the Association and:
  1. preserve the Association’s operations and property as a going concern for a reasonable time;
  2. prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
  3. transfer the Association’s property;
  4. settle disputes by mediation or arbitration;
  5. receive reasonable compensation for services rendered in winding up the association; and
  6. perform other acts necessary or appropriate in winding up.
In the event the Association were to not meet the requirements of a WY DUNA for any reason, the Association elects to transition to a WY UNA. Classification of the Association as a WY DUNA or WY UNA does not impact the terms of this agreement and the Governing Principles of the Association, which remain in effect through either classification.

Article 9. Rights of Members and Administrators

The Association shall not be obligated to provide records requested from a Member or Administrator if access is contained in a record already available on decentralized ledger technology or website accessible to Members.
The Association may impose reasonable restrictions on access to and use of information that may be provided under W.S. 17-32-124, including the designation of the information as confidential and imposing nondisclosure or other safeguarding obligation on the recipient of the information.

Article 10. Service of Process

The Association may file in the WY office of the Secretary of State a statement appointing an agent authorized to receive service of process.
In the event a statement to appoint an agent authorized to receive service of process is executed, it must be reauthorized yearly.

Article 11. Advancement of Expenses

The Association may reimburse a Member or Administrator for authorized expenses reasonably incurred on behalf of the Association through a validly executed Governance Proposal to the extent allowable by the laws of Wyoming.

Article 12. Governing Law; Class Action Waiver

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Wyoming, (without regard to its conflict of laws principles), all rights and remedies being governed by said law.
Any dispute, controversy, claim, or proceeding arising out of or relating to this Agreement, Governing Principles, Governance Proposals, the rights or obligations of the Members and/or Administrators, or the operation of the Association (a “Dispute”) shall be submitted exclusively to the Wyoming Chancery Court, pursuant to Wyo. Stat. Title 5, Ch. 13, Sec. 115, provided the subject matter of the Dispute falls within the jurisdiction of that Court.
For Disputes involving claims under $50,000, the Members hereby consent to the jurisdiction of the Wyoming Chancery Court and jointly request the Court exercise its discretion to hear such matters, recognizing the Court’s ability to accept lower-value cases at its option when they concern equitable relief, corporate governance, or fiduciary duties.
If the Chancery Court declines jurisdiction over any such Dispute, the parties agree to resolve the matter exclusively in the District Court of Laramie County, Wyoming, or in the United States District Court for the District of Wyoming, as appropriate.
Class Action Waiver: Each Member agrees that any dispute, claim, or proceeding arising out of or relating to this Agreement, or any Member’s involvement in the business of the Association, shall be resolved solely on an individual basis, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action, whether in arbitration or in court. Each member expressly waives any right to participate in a class action, collective action, or class arbitration involving the Association. Any tribunal may not consolidate more than one Member’s claim and may not otherwise preside over any form of representative or class proceeding. Nothing in this paragraph shall be construed to prohibit settlements on a class-wide or representative basis.
This Article 12 also shall apply to any Dispute involving any other party named or added as a defendant that is not a Member, Administrator, or the Association. Any such co-defendant or defendant is an express third-party beneficiary entitled to enforce this Article 12.

Article 13. Limitation of Modifications to Governing Principles

While any changes to the construction or function of the smart contracts comprising the Shape Network must be authorized through Governance Proposal, any party empowered to execute such changes through an enacted Governance Proposal would be bound by the fiduciary duties of Care, Loyalty and to Follow Instruction. Replacement of those parties is ultimately a matter of governance, but to ensure operational stability, a replacement vote of those parties (or to change the requirements established in this Article) would require elevated membership in a Temp-Check to:
1. 50% of tokens in circulation for year one;
2. 25% of tokens in circulation for year two;
3. 10% of tokens in circulation for year three; and
4. a reversion to the Temp-Check requirements established in Article 5 in year four.

Article 14. Establishment of Rules Committee

General composition of the Rules Committee Commissioners:
1. Each Commissioner will serve a three-year term in staggered intervals.
2. Commissioners are entitled to compensation only if approved by a validly enacted Governance Proposal.
3. 3 months prior to a Commissioner term expiring, Governance Proposals can be submitted for the position and the Commissioners will select replacement 1 month prior.
  1. If no candidate Governance Proposals are enacted through a vote of the members – the Commissioners are empowered to select the replacement, but any compensation must still be approved by Governance Proposal.
Initial composition of the Rules Committee Commissioners:
1. Three Commissioners are to be appointed by the initial UNA Members upon execution of this Association Agreement.
2. As the three Commissioners are intended to be staggered:
  1. one Commissioner will start with a one-year term and will then be eligible for a three-year term,
  2. One Commissioner will start with a two-year term and will then be eligible for a three-year term, and
  3. One Commissioner will start with a three-year term and will then be eligible for a three-year term.
Duties and responsibilities of Commissioners:
1. The Commissioners’ authorization is narrowly drawn for the explicit purpose of:
  1. reverting Temp-Checks that would be violative of legal requirement, terms within this Association Agreement, or technically unfeasible for further consideration and modification – the Commissioners are not authorized to utilize their judgment on the merits of a particular Temp-Check beyond this intentionally limited authority;
  2. changing the call addresses within the Shape Network as required for technical or security reasons; and
  3. specific grants of authority necessary for the operation of the Association, intentionally limited to their initial authorization of authority and enacted Governance Proposals
2. As the Commissioners will be exercising their judgment on behalf of the Association within the limited authorizations of authority, the fiduciary duties of Care, Loyalty, and to Follow Instruction will apply.
3. The Commissioners are empowered to utilize 3rd party service providers to attain advice and counsel regarding the Governance Proposals up to $50,000 annually without any additional funding proposals being necessary.
4. The Commissioners are to be indemnified for any legal costs associated with the execution of their duties.
5. A decision by the Rules Committee is valid so long as it was agreed to by two Commissioners.
Duties and responsibilities of Rules Committee Administrator:
1. The Rules Committee Administrator’s authorization of authority is narrowly drawn for the explicit purpose of:
  1. Drafting Temp-Check summaries for the Rules Committee Commissioners to facilitate their function;
  2. Specific grants of authority necessary for the operation of the Association intentionally limited to the initial authorization of authority and enacted Governance Proposals, including the enaction of tax reporting for outbound dispositions from the Treasury.
2. As the Rules Committee Administrator will be exercising their judgment on behalf of the Association within the limited authorizations of authority, the fiduciary duties of Care, Loyalty, and to Follow Instruction will apply.
3. One Review Period Validator will be appointed by the initial UNA members upon execution of this Association Agreement.
4. The Review Period Validator will have a two-year term and there shall be no term limits upon the Review Period Validator.
5. The Rules Committee Administrator is to be indemnified for any legal costs associated with the execution of their duties.
Vacancies:
1. In the event there are less than three Commissioners at any time due to a resignation or removal and no candidates have been submitted through Governance Proposal, the remaining Commissioners may appoint an individual to fulfill such vacancy and to serve the remainder of the applicable term.

Article 15. Growth Committee

General composition of the Growth Committee Commissioners:
1. Three Growth Committee Commissioners will be appointed by the initial UNA members upon execution of this Association Agreement.
2. The Growth Committee Commissioners will serve for two years – however, at any time a governance proposal replacing the Growth Committee Commissioners can be enacted removing one or all of the Growth Committee Commissioners and any requisite compensation, with the substituted candidates completing the term for the remaining compensation. Notwithstanding the foregoing, a Growth Committee Commissioner may only be removed if such removal is coupled with a validly enacted Governance Proposal to replace such removed individual.
3. The Growth Committee’s budget will be approved annually by governance proposal establishing the specific allocations between:
  1. Ecosystem grants and awards; and
  2. Community grants and awards;
4. Timing of Funding Decisions and method of application
  1. Submissions to the Growth Committee are to be made on a continual basis through an intake form.
  2. Grants will be evaluated and approved at the discretion of the Growth Committee to allow immediate response.
  3. Ecosystem grants and awards / will be evaluated and approved on a quarterly basis.
5. Quarterly, the Growth Committee will produce a report summarizing the approved projects, the method of selection, and budget update. At their discretion, the Growth Committee may provide feedback on projects not selected to provide input into their evaluative process.
6. A decision by the Growth Committee is valid so long as it was agreed to by two Commissioners.
7. All funding determinations are subject to the recipient completing all necessary tax reporting and AML/KYC obligations related to payments executed by the Rules Committee Administrator.
Vacancies:
1. In the event there are less than three Growth Committee Commissioners at any time due to a resignation or removal, the remaining Growth Committee Commissioners may appoint an individual to fulfill such vacancy and to serve the remainder of the applicable term.

Article 16. Miscellaneous

Separability of Provisions. Each provision of this Agreement shall be considered separable and, if for any reason, any provision or provisions herein are determined to be invalid, unenforceable, or illegal under any existing or future law, such invalidity, unenforceability, or illegality shall not impair the operation of, or affect those portions of, this Agreement which are valid, enforceable and legal.
Amendment. This Agreement may not be modified, altered, supplemented, or amended except by a validly executed Governance Proposal.
A claim for relief against the Association does not abate merely because of a change in its Members or Persons authorized to administer the affairs of the Association.
Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the Administrators, Members or any other persons having duties (including fiduciary duties) to the Association or to any Member, all such duties (including fiduciary duties) are hereby eliminated to the fullest extent permitted by the law and replaced with the duties expressly set forth herein or as expressly established by a validly executed Governance Proposal.

Structura – Association Agreement

Appendix A. Definitions

“Administrator” means a Member authorized by vote of the membership to fulfill administrative or operational tasks.

An Administrator is distinguished from a manager filling a traditional management function because Administrators only possess the power to administer those affairs specifically authorized through a vote of the membership per its Governing Principles.

Absent specific authorization from a validly elected Governance Proposal, an Administrator has no authority to bind the Association to legal agreements or to act on its behalf.
“Decentralized Unincorporated Nonprofit Association” means an Unincorporated Nonprofit Association that meets the following requirements:
1. consists of at least one hundred (100) members joined by mutual consent under an agreement that may be in writing or inferred from conduct, for a common, nonprofit purpose
2. has elected to be formed under Wyo. Stat. Title 17, Ch. 32; and
3. is not formed under any other law governing the nonprofit association’s organization or operation.
“Governing Principles” means all agreements and any amendment or restatement of those agreements, including any decentralized unincorporated nonprofit association agreements, consensus formation algorithms, smart contracts or enacted governance proposals, that govern the purpose or operation of a Decentralized Unincorporated Nonprofit Association and the rights and obligations of the nonprofit association’s Members and Administrators, whether contained in a record, implied from the nonprofit association’s established practices or both.
“Growth Committee” means a panel of three Commissioners with narrowly drawn authorizations to evaluate and approve pre-approved funding for Partnerships and Ecosystem grants and awards.
“Growth Committee Commissioner” means an administrator with voting rights on the Growth Committee.
“Member” means a person who may participate in the selection of persons authorized to administer or manage the affairs of the association or in the development of policy of the Association.

A Member may not be admitted to the Association without their consent, however – the assumption of the Membership Interest can be a clear demonstration that a person intends to be a member of the Association and abide by its Governing Principles (i.e., the purchasing of a Membership Interest, solicitation of Member Interest, acceptance of a delivered Membership Interest, etc.). As such, it is not a requirement that a person actually participate in voting or the actual administration of the affairs of the Association to be a Member.
“Membership Interest” means a right of a person to participate as a Member of the Association, make Governance Proposals and vote in the affairs and policies of the Association. Ownership of SHAPE tokens alone, without an accompanying activity set out above, shall not constitute a Membership Interest.
“Person” means an individual, corporation, business trust, estate, trust, partnership, association, agency, joint venture, governmental subdivision or instrumentality, or any other legal or commercial entity.
“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form, including information inscribed on Distributed Ledger Technology.
“Rules Committee” means a panel of three Commissioners with narrowly drawn authorizations, including to revert enacted Temp-Checks if determined to be violative of legal requirements, the terms of the Association Agreement, or technically unfeasible.
“Rules Committee Commissioner” means a voting member of the three person Rules Committee with limited grant of authority, including review of the proposal for compliance with the Association Agreement and applicable laws.
“Rules Committee Administrator” means a non-voting member of the Rules Committee with a limited grant of authority, including providing tooling for tax reporting for outbound disposition from the Treasury.
“SHAPE Network” means the collection of Smart Contracts with which Users directly interact on the blockchain.
“Temp-Check” is a three-day period during which Members can utilize their SHAPE token to indicate support for a proposal.
“Token Governance” is the mechanism in which Members bring forth an issue for the vote as established in the Governing Principles for $SHAPE tokens deployed on the Shape blockchain.
“Treasury” means the assets held by the Association, particularly the undistributed SHAPE tokens under the control of the Members via Token Governance.
“Unincorporated Nonprofit Association” means an unincorporated organization consisting of two (2) or more members joined by mutual consent for a common, nonprofit purpose. However, a joint tenancy, tenancy in common, or tenancy by the entireties does not, by itself, establish a nonprofit association, even if the co-owners share the use of the property for a nonprofit purpose.