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House of Stake Foundation Bylaws

THE HOUSE OF STAKE FOUNDATION

BYLAWS

As adopted by the Foundation on 4 August 2025

  1. Objectives

    The objectives of the Foundation are set forth in Article 5 of the Memorandum of Association.

  2. Defined Terms

    1. "Administrative Budget Wallet" means the account that contains assets, which will be utilized by the Foundation for purposes of operational and administrative costs as well as administration of grants.

    2. “B.O.S.” means the common layer for browsing and interacting with the “open web” (compatible with any blockchain), known as the “NEAR Blockchain Operating System” or “B.O.S.”.

    3. "Bylaws" means these governing bylaws of the Foundation as may be amended, restated, varied, replaced or supplemented from time to time.

    4. “Call for Delegates Process” shall have the meaning as defined in the House of Stake Proposals and Voting Procedures (if any) as may be amended from time to time.

    5. "Cayman Islands Law" means the laws and regulations of the Cayman Islands from time to time.

    6. "Emergency Meeting" has the meaning given to such term in the Foundation Articles.

    7. "Foundation" means The House of Stake Foundation, a Cayman Islands foundation company.

    8. "Foundation Articles" means the Memorandum and Articles of Association (as may be amended and/or restated from time to time).

    9. "Foundation Director(s)" means the director(s) of the Foundation, which have certain powers and duties pursuant to Cayman Islands Law and as further described in the Foundation Articles.

    10. "Foundation Supervisor" means the supervisor of the Foundation, which has certain powers pursuant to Cayman Islands Law and as further described in the Foundation Articles.

    11. “GP” means a Grant Proposal, which is a proposal put forth by a Tokenholder to a vote in accordance with the GP Process.

    12. "GP Process" means such rules and procedures of submitting and voting on GPs as described in or are followed in accordance with the House of Stake Proposals and Voting Procedures, as may be amended from time to time.

    13. "GP Threshold" means that the Tokenholder putting forth the GP must hold, or have been delegated, such number of Tokens as are set by Tokenholder Vote or otherwise specified in the House of Stake Proposals and Voting Procedures from time to time.

    14. “House of Stake Proposals and Voting Procedures” means the rules and procedures of submitting, and voting on various matters related to the Foundation, including any amendments thereto, in place from time to time and as the same may be approved by the Tokenholders by Tokenholder Vote from time to time.

    15. "NEAR Ecosystem" means, collectively, the NEAR Technology’s ecosystem, comprised of the projects and applications that have been or are being developed and/or built on, or are running on, the NEAR Technology and their respective communities, contributors and developers.

    16. “NEAR Protocol” means the sharded, developer-friendly, proof-of-stake, layer one blockchain, known as “NEAR Protocol”.

    17. “NEAR Technology” means the blockchain operating system (B.O.S.), the NEAR Protocol and any other technology developed for the NEAR Ecosystem.

    18. "Tokenholder" means any holder of the Token.

    19. "Tokenholder Vote" means a vote of the Tokenholders validly proposed and executed in accordance with such voting arrangements as are in place from time to time in respect of votes of the Tokenholders relating to (among other things) governance of the Foundation Company, in accordance with the House of Stake Proposals and Voting Procedures in place from time to time.

    20. "Token" means the governing token of the House of Stake, known as veNEAR, structured within a vote-escrow contract.

  3. Governing Bodies of the Foundation

    1. Foundation Director(s)

      1. The Foundation Articles shall apply and the Foundation Directors shall be appointed and hold office in accordance with the Foundation Articles.

      2. The Foundation Directors shall observe, implement, carry out, act upon, and execute any and all decisions of the Tokenholders by Tokenholder Vote passed in accordance with these Bylaws and the Foundation Articles, provided that any Foundation Director may veto a proposal or place any limitations on its observation and implementation as a Foundation Director in its discretion deemed necessary or appropriate to ensure compliance with:

        1. any fiduciary duties to the Foundation;

          1. statutory requirements of Cayman Islands Law or the laws or regulations of any jurisdiction;

          2. the Foundation Articles;

          3. to prevent any harm (including reputational harm) to the Foundation; and/or

          4. where applicable and necessary, for entering into or complying with any agreements or arrangements on behalf of the Foundation.

      3. The Foundation Directors are authorised to take any actions reasonably necessary on behalf of the Foundation to give effect to a vote of the Tokenholders including passing any director resolutions to memorialise such vote.

    2. Screening Committee

      1. The Screening Committee members are elected according to the procedure under the House of Stake Proposals and Voting Procedures.

      2. The Screening Committee shall have the authority to:

        1. Initiate and execute the Call for Delegates Process;

        2. Pre-screen proposed Tokenholder Votes and/or GPs as a part of the GP Process to ensure safe and effective governance by signaling whether proposals align with the NEAR Ecosystem’s and Foundation’s objectives;

        3. Ensure that the Endorsed Delegates abide by the these Bylaws, Foundation Articles, applicable laws and regulations and overall objectives and values of the NEAR Ecosystem and act in the community's best interest;

        4. Remove Endorsed Delegates if the Endorsed Delegates do not comply with their obligations and responsibilities under Section 3.3 below.

        5. Subject to these Bylaws, Foundation Articles and applicable laws and regulations, modify so that the rewards incentives are competitive in the market.

    3. Endorsed Delegates

      1. The provisions set out in the House of Stake Proposals and Voting Procedures, shall apply to the extent set out herein.

      2. The Endorsed Delegates are elected by the Screening Committee, if applicable according to the procedure under the House of Stake Proposals and Voting Procedures.

      3. The Endorsed Delegates shall have the following obligations and responsibilities:

        1. To participate in more than 80% of any matters open to their vote (calculated at every calendar month);

        2. To submit their rationale for their votes;

        3. To actively participate in Tokenholder Votes and GP matters by voting and/or posting their rationale/support/no-support for proposals.

    4. Security Council

      1. The provisions set out in the House of Stake Proposals and Voting Procedures, shall apply, to the extent set out therein.

      2. The Security Council is a committee of at least five (5) members who are signers of a multi-sig wallet, which has powers to perform certain Emergency Actions and Non-Emergency Actions on-chain, as delegated to it by the House of Stake Proposals and Voting Procedures, these Bylaws, and Foundation Articles, and is responsible for upholding the integrity of the on-chain operations of the Foundation.

      3. The Security Council shall have the authority to:

        1. execute any software upgrade or perform other required on-chain actions with no delay in order to respond to a security emergency, should one arise (such actions, "Emergency Actions"). Performing any Emergency Action requires a 75% approval of the total number of members of the Security Council. Withholding a vote counts as “no”. The Security Council must not use its power to perform Emergency Actions except in a true security emergency, such as a critical vulnerability that could significantly compromise the integrity, confidentiality, or availability of on-chain integrity of NEAR Technology, NEAR Ecosystem or the Foundation. After performing any Emergency Action, the Security Council must issue a full transparency report (at an appropriate time after the security emergency has passed) to explain what was done and why such Emergency Action was justified;

        2. approve and implement routine software upgrades, routine maintenance and other parameter adjustments in a non-emergency setting (such actions, "Non-Emergency Actions"), which require a simple majority vote by the members of the Security Council in order to take effect. Any Non-Emergency Action, after approval by the Security Council, shall be submitted to the vote by the Endorsed Delegates in order to take effect;

        3. veto any GP or Tokenholder Vote that it determines does not align with the purpose and principles of the House of Stake. Any such veto must be accompanied by a public transparency report explaining the reasoning behind the decision;

        4. call in Emergency Meetings.

      4. The Tokenholders by Tokenholder Vote have the power to curtail or eliminate the Security Council's power to perform Emergency Actions and Non-Emergency Actions as well as veto any Emergency Actions and Non-Emergency Actions by a majority vote approved by the holders of at least 75% of the Tokens.

  4. Voting Mechanism

    1. The provisions set out in the House of Stake Proposals and Voting Procedures, shall apply to this section 4, to the extent set out herein.

    2. Subject to the provisions of these Bylaws, the Foundation Articles and House of Stake Proposals and Voting Procedures, the Tokenholders that meet the GP Threshold requirement have the power to:

      1. submit and vote on GPs under the respective GP Process.

      2. raise and vote on concerns about a delegate or a delegate’s actions that have harmed the community;

      3. approve any other action as may be set forth in the House of Stake Proposals and Voting Procedures, the Foundation Articles and these Bylaws.

    3. If, following the approval of an GP in accordance with the procedures set in the House of Stake Proposals and Voting Procedures, a majority of the Foundation Director(s) acting in the best interests of the Foundation Company reasonably determine that such GP, if implemented, would:

      1. compromise the Foundation Director(s)' fiduciary duties as they are owed to the Foundation;

      2. be in violation of these Bylaws, the Foundation Articles, the House of Stake Proposals and Voting Procedures, the GP Process, any statutory requirements of Cayman Islands Laws or the laws or regulations of any other applicable jurisdiction;

      3. cause the Foundation to be in breach of any contracts, agreements or any other arrangements; and/or

      4. be against the best interests of the Foundation, or anyhow violate the integrity of the Foundation, NEAR Protocol or NEAR Ecosystem,

      such Foundation Director(s) may reject execution steps for such GP and/or take such other steps as are required to reject such GP.

  5. Hierarchy

    1. To the extent there is ever a conflict between the provisions of the Bylaws and the Foundation Articles, the Foundation Articles shall prevail.

  6. Amendments

    1. Amendments to these Bylaws may be proposed and ratified by the Tokenholders by Tokenholder Vote (with effect from the adoption thereof in accordance with the House of Stake Proposals and Voting Procedures). The amendment proposal should be clearly drafted to reflect the changes to the existing Bylaws, including the specific sections or articles to be amended, the reasons for the amendment, and the proposed new text.

  7. Dispute Resolution

    1. Should a controversy, dispute or claim arise out of or in relation to these Bylaws ("Dispute"), the Foundation, the Directors, the Supervisor or the Tokenholders (as appropriate) must give 30 days' notice of such Dispute to the relevant party/ies (the "Notice of Dispute"). Should the Dispute not be resolved at the expiration of 30 days after service of the Notice of Dispute, the relevant party may commence arbitration proceedings in accordance with (b) below. In any dispute involving the actions of the Foundation Directors or the Supervisor, the Foundation, and not the Foundation Directors or Supervisor, shall be party to the arbitration proceedings.

    2. Should the Dispute remain at the expiration of 30 days after service of the Notice of Dispute, the Dispute shall be settled by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules (the "Rules"). The arbitration shall be seated in George Town, Grand Cayman and governed by Cayman Islands law. The language of the arbitration shall be English. The arbitration shall be determined by a sole arbitrator to be appointed in accordance with the Rules. Any award or decision made by the arbitrator shall be in writing and shall be final and binding on the parties without any right of appeal, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction thereof. No action at law or in equity based upon any claim arising out of or related to these Bylaws shall be instituted in any court of any jurisdiction.