PROVENIQ FOUNDATION, INC.

Section 1.1 — Name

The name of this corporation is PROVENIQ Foundation, Inc. (hereinafter referred to as the "Foundation" or "Corporation").

Section 1.2 — Purpose

The Foundation is organized and operated exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law.

The specific purposes for which the Foundation is organized include, but are not limited to:

1. Promoting the reunification of lost pets with their owners through microchip registration, scanning services, and public education;
2. Conducting and publishing research on asset documentation, property recovery, and related topics for the public benefit;
3. Advancing public understanding of verification systems, identity documentation, and their role in protecting individuals, families, and communities;
4. Supporting charitable activities that reduce information asymmetry and improve outcomes for underserved populations; and
5. Engaging in any other lawful activities that further the Foundation's charitable mission.

Section 1.3 — Limitations

Notwithstanding any other provision of these Bylaws, the Foundation shall not carry on any activities not permitted to be carried on by:

1. A corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code; or
2. A corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes.

Section 2.1 — Principal Office

The principal office of the Foundation shall be located in Greenbrier County, West Virginia, or at such other place as the Board of Directors may from time to time designate.

Section 2.2 — Registered Office and Agent

The Foundation shall maintain a registered office and registered agent in the State of West Virginia as required by law. The registered agent shall be either an individual resident of West Virginia or a corporation authorized to transact business in West Virginia.

Section 2.3 — Other Offices

The Foundation may have such other offices, either within or outside West Virginia, as the Board of Directors may determine or as the affairs of the Foundation may require.

Section 3.1 — No Members

The Foundation shall have no members. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board of Directors.

Section 3.2 — Associates and Supporters

Nothing in this Article shall be construed to limit the Foundation's ability to refer to persons associated with the Foundation as "members" for purposes other than voting rights under the West Virginia Nonprofit Corporation Act, provided that such persons shall have no voting rights with respect to the Foundation.

Section 4.1 — General Powers

The business and affairs of the Foundation shall be managed by or under the direction of the Board of Directors. The Board may exercise all powers of the Foundation and do all lawful acts and things that are not by statute, the Articles of Incorporation, or these Bylaws directed or required to be exercised or done by others.

Section 4.2 — Number, Tenure, and Qualifications

The Board of Directors shall consist of not fewer than three (3) nor more than nine (9) directors. The exact number shall be fixed from time to time by resolution of the Board.

Each director shall hold office for a term of three (3) years or until a successor is elected and qualified, or until the director's earlier death, resignation, or removal. Directors may serve unlimited consecutive terms.

Directors need not be residents of West Virginia.

Section 4.3 — Election of Directors

Directors shall be elected by the affirmative vote of a majority of the directors then in office at the annual meeting of the Board or at any special meeting called for that purpose.

Section 4.4 — Vacancies

Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum. A director elected to fill a vacancy shall serve for the unexpired term of the predecessor in office.

Section 4.5 — Resignation and Removal

Any director may resign at any time by delivering written notice to the Chair of the Board or the Secretary. Such resignation shall take effect upon receipt or at any later time specified therein.

Any director may be removed with or without cause by a two-thirds (2/3) vote of the directors then in office, excluding the director subject to removal.

Section 4.6 — Compensation

Directors shall not receive compensation for their services as directors, but may be reimbursed for reasonable expenses incurred in the performance of their duties as approved by the Board.

Section 5.1 — Officers

The officers of the Foundation shall be a Chair of the Board, a Secretary, and a Treasurer. The Board may also elect a Vice Chair, Executive Director, and such other officers as it deems necessary. Any two or more offices may be held by the same person, except that the Chair and Secretary may not be the same person.

Section 5.2 — Election and Term of Office

Officers shall be elected annually by the Board of Directors at the annual meeting or at any meeting called for that purpose. Each officer shall hold office until a successor is elected and qualified, or until the officer's earlier death, resignation, or removal.

Section 5.3 — Chair of the Board

The Chair of the Board shall preside at all meetings of the Board of Directors, shall have general supervision of the affairs of the Foundation, and shall perform such other duties as may be prescribed by the Board.

Section 5.4 — Vice Chair

The Vice Chair, if any, shall perform the duties of the Chair in the Chair's absence and such other duties as may be assigned by the Board or the Chair.

Section 5.5 — Secretary

The Secretary shall:

1. Keep minutes of all meetings of the Board of Directors;
2. Give proper notice of meetings of the Board;
3. Be custodian of the corporate records and seal;
4. Maintain a register of the names and addresses of all directors; and
5. Perform such other duties as may be assigned by the Board or the Chair.

Section 5.6 — Treasurer

The Treasurer shall:

1. Have charge and custody of all funds of the Foundation;
2. Receive and give receipts for moneys due and payable to the Foundation;
3. Deposit all funds in the name of the Foundation in such banks or depositories as the Board shall designate;
4. Keep accurate books of account of all financial transactions;
5. Present financial reports to the Board at each regular meeting; and
6. Perform such other duties as may be assigned by the Board or the Chair.

Section 5.7 — Removal of Officers

Any officer may be removed by the Board of Directors at any time, with or without cause, by the affirmative vote of a majority of directors then in office.

Section 6.1 — Annual Meeting

The Board of Directors shall hold an annual meeting for the purpose of electing directors and officers and transacting such other business as may come before the meeting. The annual meeting shall be held at such time and place as designated by the Board.

Section 6.2 — Regular Meetings

Regular meetings of the Board may be held at such times and places as determined by the Board. The Board shall hold no fewer than four (4) regular meetings per calendar year.

Section 6.3 — Special Meetings

Special meetings of the Board may be called by the Chair or by any two (2) directors upon not less than five (5) days' notice to each director.

Section 6.4 — Notice

Notice of meetings shall be given to each director at the director's email address or physical address as shown on the Foundation's records. Notice may be given by mail, email, or other electronic means. Notice of a special meeting shall state the purpose or purposes for which the meeting is called.

Section 6.5 — Quorum

A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, a majority of the directors present may adjourn the meeting to another time and place.

Section 6.6 — Voting

Each director shall have one vote. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 6.7 — Remote Participation

Directors may participate in meetings by means of conference telephone, video conference, or similar communications equipment by which all persons participating can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Section 6.8 — Action Without Meeting

Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all directors consent in writing or by electronic transmission to the action. Such consents shall be filed with the minutes of the Board.

Section 7.1 — Committees of the Board

The Board may establish one or more committees, each consisting of two or more directors. Such committees may exercise the authority of the Board to the extent provided in the resolution establishing the committee, except that no committee may:

1. Authorize distributions;
2. Approve or recommend dissolution, merger, or the sale of substantially all assets;
3. Elect, appoint, or remove directors;
4. Adopt, amend, or repeal the Bylaws; or
5. Fill vacancies on the Board or any committee.

Section 7.2 — Advisory Committees

The Board may establish advisory committees composed of directors, non-directors, or both. Advisory committees may make recommendations to the Board but shall have no authority to act on behalf of the Foundation.

Section 7.3 — Committee Procedures

Each committee shall keep regular minutes of its proceedings and report the same to the Board. The provisions of these Bylaws governing meetings, notice, quorum, and voting of the Board shall apply to committees and their members.

Section 8.1 — Policy

The Foundation shall adopt and maintain a written Conflict of Interest Policy to protect the Foundation's interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer, or other person in a position to influence the Foundation's decisions.

Section 8.2 — Disclosure

Any director or officer who has a direct or indirect financial interest in a matter before the Board shall disclose all material facts to the Board and shall not participate in the discussion or vote on such matter.

Section 8.3 — Annual Statements

Each director and officer shall annually sign a statement affirming that they have received a copy of the Conflict of Interest Policy, have read and understand the policy, and agree to comply with the policy.

Section 9.1 — Fiscal Year

The fiscal year of the Foundation shall be the calendar year, beginning January 1 and ending December 31.

Section 9.2 — Books and Records

The Foundation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board and committees. All books and records may be inspected by any director for any proper purpose at any reasonable time.

Section 9.3 — Contracts and Financial Instruments

The Board may authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Foundation. Such authority may be general or confined to specific instances.

Section 9.4 — Deposits and Investments

All funds of the Foundation shall be deposited to the credit of the Foundation in such banks or other depositories as the Board may designate. The Board may accept on behalf of the Foundation any gift, bequest, devise, or other contribution for the purposes of the Foundation.

Section 9.5 — Audit

The Board shall cause an annual review or audit of the Foundation's financial statements to be conducted by an independent accountant when required by law or deemed advisable by the Board.

Section 10.1 — Indemnification of Directors and Officers

The Foundation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) by reason of the fact that such person is or was a director or officer of the Foundation, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred, to the fullest extent permitted by the West Virginia Nonprofit Corporation Act.

Section 10.2 — Insurance

The Foundation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Foundation against any liability asserted against such person and incurred in any such capacity, whether or not the Foundation would have the power to indemnify such person against such liability under these Bylaws.

Section 11.1 — Amendment of Bylaws

These Bylaws may be amended or repealed, and new Bylaws may be adopted, by the affirmative vote of two-thirds (2/3) of the directors then in office at any regular or special meeting, provided that notice of the proposed amendment has been given to all directors at least ten (10) days prior to the meeting.

Section 11.2 — Amendment of Articles

The Articles of Incorporation may be amended by the affirmative vote of two-thirds (2/3) of the directors then in office, subject to any approvals required by law.

Section 12.1 — Dissolution

Upon dissolution of the Foundation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Foundation, dispose of all assets of the Foundation exclusively for the purposes of the Foundation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States internal revenue law), as the Board shall determine.

Section 12.2 — Return of Intellectual Property

Upon dissolution, any intellectual property licensed to the Foundation by PROVENIQ Charitable Trust or any other licensor shall be returned or the license shall terminate in accordance with the terms of the applicable license agreement.