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The Metaplex Foundation Bylaws

As adopted by the Foundation on 28 August 2025

ARTICLE 1. DEFINITIONS.

“Acts” means the Foundation Companies Act (as amended) of the Cayman Islands and the Companies Act (as amended) of the Cayman Islands.

“Administrator” means the Security Council Member (or an affiliate, employee or service provider thereof) designated as administrator of the DAO, which has certain powers and duties as further described in these Bylaws.

“Applicable Law” means the legal and regulatory requirements and obligations applicable to the Foundation, including but not limited to, Cayman Islands law. 

“Bylaws” means these Bylaws of the Foundation, as may be amended from time to time.

“Constitution” means the Metaplex DAO Constitution, as may be amended from time to time in accordance with the Foundation Documents.

“DAO” means, collectively, the onchain decentralized community of individuals or legal entities that own a Token.

“Foundation” means The Metaplex Foundation, a Cayman Islands foundation company.

"Foundation Articles" means the Memorandum of Association and Articles of Association of the Foundation (as amended from time to time). 

“Foundation Director(s)” means the director(s) of the Foundation, who have certain powers and duties pursuant to Cayman Islands law and as further described in the Foundation Articles.

“Foundation Documents” mean these Bylaws, Constitution and Foundation Articles. 

“Foundation Representative(s)” means the Foundation Director(s), Foundation Supervisor, Security Council Members, and the Administrator.

“Foundation Supervisor” means a supervisor of the Foundation, which has certain powers and duties pursuant to Cayman Islands law and as further described in the Foundation Articles.

“Metaplex Program Library” means the collection of onchain programs and tools maintained by the Foundation within the Protocol as described here https://developers.metaplex.com/ (as may be amended by the Foundation from time-to-time). 

“MGP” means a Metaplex Governance Proposal, which is a proposal put forth by a Tokenholder to a vote of the Tokenholders in accordance with the MGP Process. 

“MGP Process” means the rules and procedures of submitting and voting on MGPs as set out in the Constitution.

“Protocol” means the software repository consisting of the preferred or core instance of any and all software created, developed, maintained, or otherwise affected by the Metaplex DAO, the Foundation, or any affiliates, subsidiaries, contractors, agents, or other related entities thereto, which initially shall consist of all repositories, files, and other materials and information located at and within https://github.com/metaplex-foundation (as may be amended by the Foundation from time-to-time) (including all sub-domains, sub-folders, private repositories, and similar thereto). 

“Security Council” has the meaning given to that term in Article 2, Section 4 of these Bylaws.

"Security Council Member(s)" means the individuals and/or entities appointed to the Security Council as elected by the Foundation Director(s) in accordance with these Bylaws to, among other things, facilitate the implementation of MGPs or other matters as the Tokenholders and/or Foundation Director(s) may direct from time to time.

“Security Council Vote” means a vote of the Security Council Members in accordance with the Constitution.

“Token” means the cryptographic token with the symbol $MPLX currently represented on the Solana blockchain by the following Solana address: METAewgxyPbgwsseH8T16a39CQ5VyVxZi9zXiDPY18m.

“Tokenholder” means an individual or legal entity that holds one or more Tokens, as evidenced by the Solana blockchain.

“Tokenholder Vote” means a vote of the Tokenholders passed pursuant to a successful MGP in accordance with the MGP Process and in accordance with the Foundation Documents.

ARTICLE 2. PURPOSES AND POWERS.

Section 1. The Foundation has the powers and objectives stated in the Foundation Articles and whatever powers are or may be granted by the Acts. The objectives of the Foundation, as set forth in the Foundation Articles (together the “Objectives” and each an “Objective”) are:

  1. to foster the research, development, extension, use and adoption of: (i) the Metaplex ecosystem and (ii) any other technology materially related to, necessary for or useful in connection with the Metaplex ecosystem, by, amongst other endeavours, supporting, to the extent practicable and permitted, the wishes and mandates of the Metaplex DAO; 

  2. to provide incentives and assistance to the Metaplex community to undertake and continue the future development, security, governance, operation, maintenance, educational and other activities necessary or desirable for the Metaplex ecosystem;

  3. to hold, use and distribute Tokens pursuant to the purposes set forth in the preceding sub-clauses (a) and (b); and

  4. to do all such things as in the opinion of the directors are or may be incidental or conducive to the above objects or any of them.

Section 2. The Foundation will have a designated stipulated Protocol, the designations of which may be changed from time to time by valid DAO Resolution to optimally further the Objectives.

Section 3. The Foundation may determine the appropriate use for all and any of its general funds, which include any of the Tokens, stablecoins and other cryptocurrencies, assets and monies, and may establish a reasonable budget for its own operation and maintenance (“General Funds”). General Funds designated for grants and rendered services, without reference to a specific project or proposal, shall be considered un-earmarked and shall be deemed general funds for the purposes of this term. The Foundation’s General Funds do not include any of the funds in the DAO treasury (the onchain treasury managed by the Metaplex DAO interface) (the “DAO Treasury”). The DAO Treasury funds (which may include Tokens, stablecoins and other cryptocurrencies) will be controlled only by the Tokenholders via the MGP Process. Fees generated from the Protocol will be deemed General Funds unless and until transferred to the DAO Treasury.

Section 4. The Security Council is a 5-member committee of the Foundation that was established by the Foundation Director(s) pursuant to written directors’ resolutions dated on or around the date these Bylaws are first adopted (the "Security Council") to which the Foundation Director(s) may delegate certain director powers, including decision-making power over certain Board Matters (as defined below). The Security Council are advisors to the Foundation Director(s) and play a supporting role for the DAO. The Security Council shall act in accordance with the Foundation Documents at all times. The Security Council serves to represent the Tokenholders and assist with the implementation of MGPs as directed by the Foundation Director(s). Neither the Security Council nor the Security Council Members owe any fiduciary duties to the Foundation or the Tokenholders. Meetings of the Security Council shall be conducted in accordance with the meeting procedures as set out in the Constitution. 

Section 5. At all times, the Security Council shall be composed of at least five (5) Security Council Members who are to be appointed by the Foundation Director(s) and may be removed by the Foundation Director(s) by directors’ resolutions. If at any time a Security Council Member position is or will become vacated, such that the Security Council would be less than five (5) Security Council Members, the Foundation Director(s) shall appoint a replacement as quickly as practicable by directors’ resolution. One (1) Security Council Member shall be the Administrator (or an affiliate, employee or service provider thereof) tasked with managing the administrative functions of the DAO. The Security Council shall nominate an Administrator for approval by directors’ resolution. The Administrator may be removed by directors’ resolution. 

ARTICLE 3. DAO PROPOSALS AND RESOLUTIONS.

Section 1. The Tokenholders have the right to submit a proposal provided that such proposal is comprehensive, lawful, technically and economically feasible, keeps with the Objectives, and is submitted in accordance with the MGP Process (each, a “Proposal”). Any Foundation Director or the Security Council may remove, or otherwise refuse to implement, any Proposal which does not meet these requirements. 

Section 2. Pursuant to these Bylaws and the Constitution, the Tokenholders have the authority to submit Proposals regarding the following matters (“DAO Matters”), which shall then be decided exclusively by Tokenholder Vote in accordance with these Bylaws, the Constitution and the Foundation Articles:

  1. Extending or modifying the Metaplex Program Library via Metaplex Improvement Proposals (“MIPs”);

  2. Management and use of the DAO Treasury funds via Metaplex Treasury Proposals (“MTPs”); and

  3. Changes to voting proposal procedure, guidelines, and parameters pursuant to Metaplex Process Proposals (“MPPs”).

Section 3.  All Proposals that are not DAO Matters shall be decided by the Foundation Director(s) in accordance with the Foundation Articles, in their sole and absolute discretion (“Board Matters”), including, without limitation:

  1. Modification the Foundation Documents (subject to their requirements); 

  2. Management of the General Funds; 

  3. Appointment and Removal of Directors; and

  4. Appointment and removal of Security Council Members (subject to Article 2, Section 5).

Section 4. A Proposal will be adopted and become a DAO Resolution only if it: (i) is validly passed by the Tokenholders in accordance with the quorum and voting threshold requirements and the Voting Parameters (as defined in the Constitution) as set out in the Constitution; or (ii) such Proposal is approved by the Foundation Director(s) (or Security Council, if applicable) with respect to Board Matters in accordance with the Foundation Documents (a “DAO Resolution”). 

Section 5. The Foundation Director(s) shall observe, implement, carry out, act upon, and execute any and all DAO Resolutions in a commercially reasonable manner, provided that any Foundation Director or the Security Council (if applicable) may veto a proposal or place any limitations on its observation and implementation as deemed necessary or appropriate to: 

  1. ensure compliance with any fiduciary duties owed to the Foundation by a Foundation Director; 

  2. ensure compliance with the Acts or any Applicable Laws;

  3. ensure compliance with the Foundation Documents;

  4. prevent any harm, including reputational harm to the Foundation, the Security Council, and/or the DAO; and 

  5. enter into or comply with any agreements or arrangements on behalf of the Foundation. 

In carrying out the foregoing duties, the Foundation Director(s) may call upon persons with applicable expertise to assist in the evaluation of Proposals and DAO Resolutions.

Section 7. The Foundation Director(s) shall provide the Foundation Supervisor with notice of any DAO Resolutions passed in accordance with these Bylaws.

Section 8. Upon submitting a Proposal, or voting on a Proposal, such Tokenholders confirm their accession to the terms and requirements of the Constitution and these Bylaws.

ARTICLE 4. IMPLEMENTING DAO RESOLUTIONS.

Section 1. Subject to Article 3, Section 5 of these Bylaws, the Foundation, by duly authorised power under the Foundation Articles, and as duly instructed and authorised by DAO Resolution, will undertake any lawful actions permitted under the Acts and so directed by DAO Resolution, including but not limited to: 

  1. awarding grants to entities or individuals for software development or related projects, business development, research, legal and consulting services, audits, hackathons, bug bounties, liquidity provisioning, events and marketing or any applicable participants or contractors in connection with any of the foregoing, or to other decentralized autonomous organizations or similar entities or persons, or 

  2. implementing resolutions of the Foundation Director(s) from time to time (including affecting necessary legal agreements, licenses, or registrations as necessary and contemplated by the foregoing), in accordance with the Objectives.

Section 2. To the fullest extent permitted by Applicable Law, the Foundation Director(s), by duly authorised power under the Foundation Articles, or by directors' resolution implementing a DAO Resolution, may delegate operational decision-making for anything reasonably related to the Objectives of the Foundation (including any and all disbursement, the management or other usage of the General Funds or any funds which are or become within the Foundation’s possession or control) in accordance with the majority and quorum requirements of a Proposal (if applicable), the DAO governance procedures, and the Foundation Articles.

ARTICLE 5. Governing Principles.

Section 1. The Foundation Representatives will strive to act in accordance with the following governing principles:

  1. act in the best interests of the Metaplex ecosystem.

  2. be free of unlawful bias, prejudice and harassment.

  3. further the Foundation’s Objectives.

  4. maintain an environment in which all individuals are treated with respect.

Section 2. As part of their service to the DAO or the Foundation, as applicable, each Foundation Representative will:

  1. Adhere to these Bylaws and other applicable Foundation Documents.

  2. Attend Foundation meetings and strive to attend unofficial DAO events hosted by the Foundation and Tokenholders. 

  3. Ensure that they are adequately informed on MGPs.

  4. Share their contact information with the Foundation.

  5. Announce as soon as possible if they will be unable, even temporarily, to fulfill their duties, for example, due to vacation, illness, or personal emergencies.

  6. Understand Applicable Law, obey and act in accordance with Applicable Law and act ethically at all times. Foundation Representatives should ask their own legal counsel for advice when they are uncertain about Applicable Law. For the avoidance of doubt and notwithstanding anything in the contrary here, no Foundation Representative may take actions, directly or indirectly, which violate Cayman Islands law or any other Applicable Law.

  7. Maintain and monitor relevant websites, forums, or other governance mediums and communications of the Foundation and the DAO.

  8. As appropriate, elect, nominate, promote, hire, or contract with individuals or organizations into important administrative, governance, engineering, legal, or other roles established to serve the Foundation and the DAO.

  9. No Foundation Representative should speak on behalf of the DAO or Foundation, unless explicitly authorised by the DAO or the Foundation. This provision does not in any way restrict a Foundation Representative from publicly discussing their personal opinion about a MGP or other matter affecting the DAO or the Foundation, provided that such communication is clearly presented as a personal opinion in light of the circumstances or context.

ARTICLE 6. AMENDMENTS.

Section 1. These Bylaws may be altered, amended, repealed or replaced and new Bylaws may be adopted by the Foundation Director(s) provided that any new Bylaws must not conflict with the Foundation Articles. Further, any new Bylaws must not be inconsistent with any DAO Resolution validly approved in accordance with these Bylaws and the Constitution. 

Section 2.  The Constitution may be altered, amended, repealed or replaced and a new Constitution may be adopted by the Foundation Director(s) provided that any new or amended Constitution must not conflict with the Foundation Articles. Further, any new or amended Constitution must not be inconsistent with any DAO Resolution validly approved in accordance with these Bylaws and the Constitution then in effect. 

ARTICLE 7. RELATIONSHIP BETWEEN THE FOUNDATION AND THE TOKENHOLDERS.

Section 1. The Tokenholders are represented by the Foundation, which represents the Tokenholders’ interests in connection with contractual and legal processes, including regulatory compliance and those other matters set forth in the Foundation Articles. 

Section 2. The Foundation should ensure that the Foundation has sufficient authority and resources, including funding, to execute upon the Foundation’s mandate with respect to the DAO, meet the Foundation’s obligations under applicable law, and satisfy the Foundation’s contractual obligations entered into in accordance with the Foundation Articles or these Bylaws. 

Section 3. The Foundation has engaged with certain third parties to provide services as the Foundation Director(s) and Foundation Supervisor, as required by Cayman Islands law. In accordance with the terms of the Foundation Articles and these Bylaws, and subject to Cayman Islands law, the Foundation Director(s) and Foundation Supervisor are required to act at the direction of the Tokenholders with respect to certain DAO Resolutions related to DAO Matters. 

Section 4. The Foundation Director(s) are authorised to take any actions reasonably necessary on behalf of the Foundation to give effect to a Tokenholder Vote including passing any director resolutions to memorialise such vote.

Section 5. The Tokenholders have the authority to make certain decisions in relation to the Foundation as set forth in the Foundation Documents. In the event there is ever a conflict between the decisions of the Foundation and the Tokenholders, the decisions of the Tokenholders will prevail, unless a different outcome is required under Cayman Islands law. To the extent there is ever a conflict between the provisions of the Bylaws and the Foundation Articles, the Foundation Articles will prevail. 

Section 6. Foundation Director(s), Security Council Members and the Foundation are not fiduciaries for the Tokenholders. 

ARTICLE 8. DISPUTE RESOLUTION.

Section 1.  Should a controversy, dispute or claim arise out of or in relation to these Bylaws ("Dispute"), the Foundation, the Foundation Director(s), the Foundation Supervisor and/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 Article 8, Section 2 below. In any dispute involving the actions of the Foundation Director(s), the Foundation Supervisor may commence arbitration proceedings against the Foundation Director(s) in accordance with Article 8, Section 2 below.

Section 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 Cayman International Mediation & Arbitration Centre (CI-MAC) and governed by the Arbitration Act (as amended) of the Cayman Islands (the "Arbitration Rules") in force as at the date of these Bylaws, which Arbitration Rules are deemed to be incorporated by reference into these Bylaws. The arbitration shall be seated in George Town, Grand Cayman, Cayman Islands 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 Arbitration 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. Each party waives any right it may have to assert the doctrine of forum non conveniens to assert that it is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith.