SIP | Adopt DAO Council By-Laws

Title: Adopt DAO Council By-Laws

  • Author: Emilio Cazares | Legal Innovation Counsel at SuperRare Labs
  • Status: Draft | Temperature Check
  • Type: Governance
  • Implementer: Governance Council | the RareDAO Foundation
  • Sponsor(s): TBD
  • Link to Temperature Check Poll: Discord
  • Created Date: 04/26/22

Summary

The RareDAO Foundation (the “Foundation”), the non-profit foundation established for the benefit of the SuperRare DAO (the “DAO”), should adopt official By-Laws to more clearly establish the powers and procedures of the DAO Council. This Proposal is a Draft intended for robust Community discussion and debate. Comments encouraged

Motivation

Adopting an Official Charter and By-Laws for the DAO Council serves to provide clarity to the community as to the level of the authority, privilege, and responsibilities that accompany Council membership. While the DAO may (and should) experiment with other potential Council models or governance structures in the future, By-Laws should be put in place to afford the community clarity on the powers of the Council, the specific governance procedures and responsibilities the Council must adhere to to in furthering a community-controlled DAO, and to further operationalize the DAO. The By-Laws should be drafted to afford the Community the strongest level of control on decisions affecting the DAO while balancing the need for flexibility at the Council and Foundation level to effectively and efficiently operate the DAO.

Specification

This Proposal specification sets forth a working draft of example Council By-Laws that the DAO may choose to adopt. The text below is intended to be modified and improved after robust community discusion. The Author will publish all subsequent revision, including redlines, to ensure transparency and consistency with Community’s feedback. Comments encouraged!

  1. Relationship Between the RareDAO Foundation & the SuperRare DAO

The RareDAO Foundation (the “Foundation”) is a non-profit Cayman Island Foundation Company established for the benefit of the SuperRare DAO (the “DAO”) and its decentralized community of users (the “Community”). The Foundation represents the DAO and the Community’s interests in connection with the DAO’s contractual and legal processes, regulatory compliance, decentralized governance, and as otherwise stipulated in the Foundation’s Memorandum of Association (the “MOA”).

  1. Foundation Director(s)

The Foundation director(s) (the “Director(s)”) manage the day-to-day affairs of the Foundation in accordance with the Foundation Companies Act of 2017 of the Cayman Islands (the “Act”), the Foundation’s Memorandum of Association, the Foundation’s Articles of Association (the “Foundation Articles”), and these By-Laws. The Foundation shall have at least one (1) Director. Directors must be appointed and confirmed by a supermajority decision of the Council (at least two-thirds of active Council members). Directors may be removed at any time by a supermajority decision of the Council. A Director shall serve for a period of three (3) years from the date appointed and may be reappointed by a majority vote of the Council. The Community, with authority preempting that of the Council, may vote to nominate, confirm, and remove for cause one or more Director(s) through the SuperRare Improvement Proposal (“SIP”) procedures, which are incorporated by reference in these By-Laws. The interim vacancy of a Director for any reason shall be temporarily filled by a Council member or other person nominated by a majority decision of the Council while a new Director is awaiting appointment and confirmation by a super-majority decision of the Council

Director(s) must be at least 18 years of age and have(i) no disqualifying attributes under Cayman Islands law, (ii) no personal financial insolvency for the past 10 years, (iii) no convictions or guilty pleas for mishandling or embezzlement of funds of any organization, and (iv) have not been involuntarily removed or forced to resign from any directorship, or similar executive or high-level position, within any organization.

  1. The Council
    The Council is the ultimate governing body of the Foundation. The Council’s primary purpose is to safeguard the DAO Treasury (the “Community Treasury”) and to effectuate the intent of the Community. The Council also plays a strategic operations, governance, oversight, curation, and coordination role for the DAO. The Council, acting with the Director(s), must ensure that it and the Foundation has sufficient authority, resources, operational capacity, competitiveness, and funding to effectively grow the DAO, meet the Foundation’s obligations under Applicable Law, fulfill the intent of the Community as approved in accordance with the SIP procedures, and to otherwise help fulfill the Foundation’s mission of improving and decentralizing the DAO. Although Council members must act in the best interest of the DAO and the Community, Council members are not corporate fiduciaries of the DAO or Community.

“Council” means those persons elected by the Community, with the initial Council being those individuals described in the Foundation Articles, and, in the first instance, appointed by the Director(s) and serving for an initial term of twenty-four (24) months or such longer term until the successor Council is appointed. Council members shall not be compensated unless and only to the extent the Community approves a compensation related Proposal pursuant to the SIP process.

  1. The Council’s Authority

The Council has the authority to adopt by-laws and policies, appoint or remove Director(s), amend the Foundation’s Articles of Association, and to otherwise authorize the Director(s) to take actions for the benefit of the DAO. Council members may engage in any activity or action necessary to influence the DAO through participation in the SIP process or any other activity expressly or impliedly approved by the Community, including authority expressly granted in these By-Laws. The Council’s primary expression of its decision making is through the DAO multi-signature Treasury smart contract (“the DAO Multi-Sig”), which is collectively controlled by individual authenticated Council members and invoked to ratify or effectuate Community-approved decisions requiring the settlement of transactions on the Ethereum blockchain. An individual Council member’s decision to approve or abstain from approving a DAO Multi-Sig transaction in relation to a Community-approved action does not necessarily signify the respective Council member’s opinion towards the Community-approved action.

The DAO Multi-Sig wallet is presently a 4-of-7 multi-signature smart contract 	controlling the Community Treasury currently located at Ethereum address: 	0x860a80d33E85e97888F1f0C75c6e5BBD60b48DA9  

Each Council member carries equal authority. No individual Council member has the complete authority to execute transactions on behalf of the Foundation or DAO without the required approval from the other Council members, Community, or Foundation Director(s) as provided herein or by the Foundation’s Articles. The Council may establish, delegate authorities and responsibilities to, govern, and appoint Community members into positions on committees, working groups, smart contracts, sub-DAOS, sub-Councils, or other roles or bodies as approved by a supermajority of the Council. Council members may delegate their individual or collective authority to other Community members, upon a majority decision approval by other Council members. In the absence of any controlling authority, Council members must agree by a supermajority decision to conduct activities on behalf of the DAO or Foundation, subject to the Director(s) fiduciary obligations to the Foundation. By unanimous decision, the Council may expand the number of Council seats and perform all necessary and ancillary technical changes to the DAO Multi-Sig to effectuate the changes to the Council composition.

  1. Responsibility of Individual Council Members
    Council members are expected to actively pursue any measure within their authority to further decentralize and improve the DAO. Nominated for their unique abilities and perspectives, Council members are expected to advocate for their individual interests and the interests of Community members. As part of their services to the DAO, each Council member agrees to at least:
    A. Adhere to these By-Laws and the governing documents of the Foundation;
    B. Monitor, consider, or otherwise stay apprised of Community discussions and Proposals (as defined below) within the official DAO governance forums;
    C. Develop, publish, monitor, incentivize, and consider for sponsorship SIPs, Requests for Comments (“RFCs”), or Requests for Proposals (“RFPs”) published by Community members in accordance with the SIP process;
    D. Attend and participate in monthly Council meetings;
    E. Attend Emergency Meetings and coordinate Emergency Protocol operations (as defined below);
    F. Appoint individuals or organizations into key Foundation roles and into important administrative, Council, governance, engineering, legal, or other roles established by the Council to serve the DAO;
    G. Execute Community-approved and authorized transactions from the DAO Multi-Sig as required or requested or required by other Council members, the Foundation, or the Community;
    H. Remain an active an involved Council member responsive to needs, demands, and ideas of the Community; and
    I. Exercise no less than reasonable security measures over the DAO Multi-Sig private keys in accordance with industry security standards.

  2. Major DAO Actions Requiring a Proposal and Vote
    In the absence of an Emergency (as defined below), and unless otherwise approved or authorized by the Community, the following major actions within the Council’s authority (each a “Major DAO Action”, and collectively, the “Major DAO Actions”) may only occur at after:

A. The presentation by a Council member or Community member in writing of a SIP for the Community’s consideration (a “Proposal”) in accordance with the SIP Procedures;
B. A public sponsorship of the Proposal from at least one other (1) Council member who is not an author of the SIP or otherwise recused;
C. The absence of a Proposal Rejection (as defined below) earlier than three (3) days before the Proposal’s scheduled Community consensus vote;
D. A majority approval by a quorum of Community members during a public vote occurring no earlier that seven (7) days after the first Council member sponsorship;
E. The satisfaction of all other SIP substantive and procedural requirements, as determined by a majority Council before the final Community consensus vote.

Major DAO Actions include Proposals relating to following categories: (i) modifying the core SuperRare Protocol (the “Protocol”); (ii) authenticating or creating authority to authenticate Artists, curation nodes, and other Protocol-level participants; (iii) major Foundation transactions (as defined below); (iv) deploying assets from the Community Treasury; and generally (v) performing transactions from the DAO Multi-Sig to effectuate changes to the DAO in the absence of controlling authority. Nothing in this Section shall prohibit the Council to authorize, without fulfilling the ordinary Major DAO Action requirements but with at least a quorum of approving Council members, any emergency action or other activity necessary to preserve the safety, security, or ongoing operation of the DAO, including but not limited to, an imminent threat or vulnerability to the network, Protocol or Community (an “Emergency”). Nothing in this Section shall prohibit the Council to implement a Proposal Rejection at any time where there is a dissenting supermajority of Council members rejecting a Proposal by reason of such Proposal conflicting with the best interest of the DAO or the Community, the Foundation MOA, the Foundation Articles or these By-Laws (“Proposal Rejection”).

The following non-limiting and illustrative list of actions would ordinarily be considered a Major DAO Action:

A. Making official contributions, modifications, or deployments of the Protocol;
B. Modification of on-chain economic parameters or functionality within the Protocol;
C. Releasing, transferring, promising, dedicating, or selling funds or assets from the DAO Treasury;
D. Authorizing, whitelisting or granting other permissions relating to a Community member’s minting or curation privileges;
E. Authorizing individual transactions in excess of $250,000 USD on an annual basis by the Foundation or the Council (a “Major Transaction”);
F. Funding grants (“Grants”) from the DAO Treasury, including, but not limited to Donative Grants (as defined below) and Community Development Grants (as defined below); and
G. Adopting official DAO policies, codes of conduct, Community guidelines, terms & conditions, or governance procedures.

  1. Minor DAO Actions
    In the absence of an Emergency or Routine Council Action (as defined below), minor actions with respect to the DAO that are within the Council’s authority (each a “Minor DAO Action”) unless otherwise approved or authorized by the Council or Community, may only occur after:
    A. The presentation by a Council member to the rest of the Council of an internal Proposal and either:
    a. If the internal Proposal is discussed at a meeting, an affirmative vote at the meeting by a majority of Council members who are not recused from such vote (Council members who are absent from a meeting of the Council will be deemed to vote “no” in such a vote); or
    b. If the internal Proposal is made in writing (an “Async Proposal”), an affirmative vote by a majority of Council members who are not recused from such vote, within fourteen (14) business days of the Async Proposal being made, by a majority of Council members who are not recused from such vote, but only if a Quorum of at least one-third of the active Council members (a “Quorum”) is met.

All Minor DAO Actions within the Council’s authority shall not require any other procedures, but the Council should consider to memorialize and convey its decision-making process to the Community or otherwise involve the Community to the extent that it serves a compelling Community interest to do so. All actions that are not Major DAO Actions are presumably Minor DAO Actions unless otherwise provided herein.

  1. Emergency and Routine DAO Actions
    Upon a quorum of approving Council members, either in writing or in person, the Council may perform and/or delegate any of the following actions or related ancillary actions without limitation in its sole and absolute discretion without complying any other requirements (each an “Emergency or Routine Council Action”):

A. Performing or authorizing ongoing network maintenance, administrative or procedural aspects of the DAO, or other ancillary tasks related to the ongoing operations of the DAO;
B. Responding to and performing certain Protocol operations and network security responses in the event of an Emergency;
C. Approving of and funding transactions, ongoing overhead expenses, and miscellaneous operational expenses by the Foundation or DAO less than $100,000 USD (“De Minimis Transactions”) per annum in value provided that, there cannot be more than three (3) of such De Minimis Transactions in a month
D. Determining and executing implementation details for Community-approved Proposals to the extent not materially and substantially inconsistent with the particulars of the Proposal as approved by the Community;
E. Distributing funds (less than $1,000 USD per Council member per month) to the Community for the limited purpose of incentivizing or rewarding participation in DAO governance;

  1. The SIP Process

Community members, including Council members, may create and publish SIPs or related requests for consideration by the Community and the Council. All SIPs, comments, requests, or other forms of participation in governance are purely advisory and non-binding upon the Council, Foundation, DAO or Community, unless and only to the extent: (i) the SIP has satisfied all required SIP governance procedures, formalities, and voting requirements for a final Community-approved Proposal; and (ii) the executable details of the SIP are published in a SIP implementation plan by at least a majority of the Council. The Council, by supermajority decision, has the discretion to establish policies and procedures to complement or modify the Community-approved SIP procedures, including by appointing community stewards to effectuate administrative aspects of DAO governance and limiting the subject matter of SIPs that may be considered by the DAO.

  1. Council’s Participation in the SIP Process

The Council, as extensions of the Community, may participate in the SIP process just like any other Community member, but also have certain additional responsibilities and privileges to ensure effective governance and the Community’s trust:

A. The Council must deliberate on and consider for sponsorship all formally compliant SIPs within a reasonable time frame after initial publication;
B. All Council members’ may formally sponsor any Proposal, upon written notice to the Council and public, that has undergone a Community “temperature check” and that has otherwise appears to satisfy all conditions required for a final Community consensus vote. Council members may express conditions to their public sponsorship. Council members may not sponsor their own authored Proposals, or Proposals to which a Council member has a conflict of interest, unless the Proposal is also authored or sponsored by at least the remaining majority of Council members;
C. At least one Sponsoring Council member should attend at least one Community town hall meeting to discuss the sponsored Proposal before it can be put up for a final Community consensus vote; and
D. The Council shall not exercise undue or international delay in advancing Proposals along the Proposal life cycle.

  1. DAO Curation

The Council must authenticate or otherwise authorize new Community-approved and Protocol-level Artists or curation nodes by executing a transaction from the DAO Multi-Sig, or from any other smart contract that may be established by the Council as provided herein. The Council has the discretion and authority to determine the method and manner by which the Community may approve new Artists or curation nodes. The Council, by supermajority decision, may also authenticate or otherwise authorize new Artists or curation nodes. The Council may delegate its administrative and curatorial authority under this section to third parties, committees, service providers, and committees.

  1. Approval of Certain Foundation Transactions

A. The following transactions by the Foundation require approval by at least a majority vote of the Council:
a. Any transaction or series of connected transactions exceeding $100,000 USD per annum in value; and
b. Any transaction that otherwise would result in an actual or potential conflict of interest, meaning that a Council Member’s interest or concern competes with the interests of the Foundation.
B. Any transaction described in this Section must be the subject of an internal Council Proposal or an Async Proposal (in each case, a “Transaction Proposal”). A Foundation representative or a Council member may make a Transaction Proposal.
C. The Foundation Director(s) may reject any Transaction or Proposal to the extent such Transaction or Proposal is not in compliance with the laws of the Cayman Islands or any other relevant jurisdiction or otherwise not in the best interest of the DAO.

  1. Independent Foundation Actions

A. The following transactions by the Foundation do not require approval by a majority vote of the Council (each an “Independent Foundation Action”, and collectively, the “Independent Foundation Actions”):
a. Any De Minimis Transactions;
b. Utilizing a Foundation operating account for any approved or authorized purpose;
B. In implementing Independent Foundation Actions, the Foundation and the Director(s), as applicable, are subject to the following requirements:
a. The Foundation and the Director(s) must comply with these By-Laws;
b. The Director(s) must comply with their obligations as corporate fiduciaries of the Foundation; and
c. The Foundation is required to provide the Council with a reasonable amount of notice prior to the implementation of an Independent Foundation Action.

  1. Member Code of Conduct

A. Compliance with the Law.
a. Acting ethically and obeying the law, both in letter and spirit, are among the Foundation’s and the Council’s core values. Council members should understand the legal and regulatory requirements applicable to their area of responsibility, including federal, state, and foreign laws, as well as the relevant regulatory schemes (collectively, “Applicable Law”).
b. Council members should ask the Director(s) and/or their own legal counsel for advice when they are uncertain about Applicable Law or their duties or obligation as a Council member.
B. Diversity, Inclusion and Equity.
a. The Council strives to create a safe and welcoming environment for all would-be Community members, regardless of age, gender, ethnicity, religion, disability, sexual orientation, education, national origin, or any other differentiating factors. The Council is committed to maintaining an environment in which all individuals are treated with respect and dignity. The Council expects that all relationships among Council members will be free of unlawful bias, prejudice and harassment.
b. Council members are strictly forbidden from engaging in any type of discrimination, social harassment, demonstrations of hateful or offensive ideologies, or sexual harassment during Council business or in any Community-related setting outside of the Council.
C. In evaluating Proposals and other issues affecting SuperRare, the Foundation, the DAO and the Community, Council members should focus on the substance of such discussions without criticizing individual members or engaging in personal attacks.
D. Council members should not use their role in a way that conflicts with the Council governing principles and the Foundation’s mission.
E. No Council member should speak on behalf of the whole Council or carry themselves as a representative of the Council, unless explicitly authorized by all other Council members to do so. This provision does not in any way restrict a Council member from publicly discussing their personal opinion about a Proposal.

  1. Council Member Term

Each individual Council member’s term shall last no more than two (2) calendar years (“Term”). The Council must schedule and effectuate a public Community election for replacement Council members to be completed before the expiration of any given Council members’ two year Term. There is no limit on the number of Terms an individual Council member may serve. The procedure and method for the public Council election or appointment of additional Council members to newly created Council seats shall be decided by majority Council decision for each election, unless otherwise provided for by a Community-approved SIP. By unanimous decision, the remaining Council may appoint a new Council member to a vacant Council seat by reason of the former Council member resigning or being removed from the Council.

  1. Accountability and Removal

A. Any Council member that does not fulfill their duties or otherwise violates these By-Laws may be removed by any Community member in accordance with the SIP procedures, a unanimous Council decision, or any other subsequently adopted removal procedure;
B. Council members may initiate a removal of other Council members.
a. An action to remove a Council member (such member, a “Breaching Member”) for violation of these By-Laws or for any other reason, as determined by all of the other Council members, must be presented as a Proposal by a non-Breaching Member (a “Removal Proposal”) at a Council meeting.
b. A Removal Proposal will pass if it receives a unanimous vote of the non-Breaching Members.
c. If the Removal Proposal passes, the Council may nominate or request the Community to nominate a replacement for the Breaching Member. An action to add a new Council member must be presented as a Proposal at a Regular Meeting (as defined below) (a “Replacement Proposal”).
d. A Replacement Proposal will pass if it receives at least a majority of votes of active Council members.
e. The above voting mechanics are subject to the rules regarding Absent Members (as defined below) described below.
C. Given that participation in the Council is public, a Breaching Member should also expect reputational damage.
D. The interim absence of a Council member shall not preclude the satisfaction of any Quorum, voting, or DAO Multi-Sig requirements. Vacant Council seats shall be treated as a vote consistent with the present majority of voting Council members until the vacancy is relieved.

  1. Meetings
    A. Regular Meetings. Regular meetings of Council members to be convened on a monthly basis (“Regular Meeting”) enable the Council to vote on Proposals and take any other acts within the Council’s authority as described herein.
    a. Scheduling. The Council may convene Regular Meetings at its discretion, subject to a reasonable amount of notice to members. A Regular Meeting may take place via telephone, videoconference, or through a group chat application.
    b. Attendees. Only Council members, their representatives, and the Director(s) of the Foundation will be permitted to attend Regular Meetings.
    i. A quorum of a Regular Meeting consists of more than half of the Council members (“Quorum”). A Regular Meeting may not proceed without a Meeting Quorum.
    ii. A Council member may invite a third party to observe or participate in Council discussion or to take notes of the meeting, absent an objecting majority of the other Council members approving the third party’s attendance of such meeting (an “Authorized Third Party”). The Authorized Third Party must be bound by a non-disclosure agreement with the Foundation or with the Council member that invited the Authorized Third Party. The Authorized Third Party will not be counted towards the satisfaction of the Meeting Quorum.
    c. Procedure
    i. Discussion Topics. Any Council member may raise an item for discussion among the Council members.
    ii. Proposals
  2. Any Council member may make a Proposal.
  3. After a Council member makes a Proposal, the Council should discuss the Proposal, giving sufficient time for dissenting views. Council members should also describe any actual or potential conflicts of interest (as defined in The RareDAO Foundation Conflict of Interest Policy).
  4. After a discussion, the Council will vote on the Proposal according to the voting procedure described below.
    d. Meeting Notes
    i. The Council will appoint a Council member or an Authorized Third Party to take notes of the Meeting (“Meeting Notes”).
    ii. Meeting Notes will conform to Chatham House rules.
    iii. Meeting Notes will exclude the following topics (each, a “Non-Public Item”), which may be discussed at Meetings from time to time:
  5. Individual financial or investment positions of Council members.
  6. Unremedied security vulnerabilities affecting the Protocol or other projects.
  7. Foundation activities that are subject to non-disclosure agreements with third parties.
  8. Compensation information of Foundation representatives.
    iv. Subject to a reasonable Council review and comment period chosen by the Council, Meeting Notes will be shared publicly with the Community.

B. Advisory Meetings. Advisory meetings enable the Council to discuss a specific subject matter among a smaller group of Council members or third parties (“Advisory Meetings”). The Council is not permitted to introduce or vote on Proposals at Advisory Meetings.
a. The same rules that apply to Regular Meetings will apply to Advisory Meetings, except that:
i. There is no Meeting Quorum or other quorum requirement for an Advisory Meeting.
ii. No Council member may make or vote on a Proposal at an Advisory Meeting.
iii. The Council may or may not publish Meeting Notes from Advisory Meetings, at its discretion.

C. Emergency Meetings. Emergency meetings enable the Council to rapidly respond to an Emergency, including but not limited to, an imminent security threat to the network, Protocol or Community (“Emergency Meetings”).
a. The same rules that apply to Regular Meetings will apply to Emergency Meetings, except that:
i. An Emergency Meeting does not need to be convened with reasonable notice to Council members.
ii. There is no Meeting Quorum or other quorum requirement for an Emergency Meeting.
iii. The Council will not publish Meeting Notes from Emergency Meetings until the underlying security threat has been remedied or judged to no longer be a threat, in the Council’s sole discretion.

  1. Controlling Authority
    These By-laws are subject to the provisions set forth in other sources of authority binding on the Foundation. In the event of any conflict between these By-laws and such authority enumerated herein, such authority shall supersede these By-laws and be controlling in the following order: (1) The Act, (2) The Foundation MOA and (3) The Foundation Articles.

  2. Voting Mechanics
    Unless otherwise provided herein, Council members may provide approvals or rejections during a Meeting or in writing. Council members who are not present or responsive to an approval request shall be deemed a “no,” unless the unanimous approval of the Council is necessary to satisfy the approval request. In such a case, Council members must affirmatively vote for or against a proposal and Council members who do not provide any response after fourteen (14) days of the approval request shall be deemed a “yes.”

  3. Amendments

These By-Laws may be amended through the SIP process or upon unanimous approval of the Council. Amendments made by the Council through unanimous decision must be publicly noticed to the DAO Community.

Drawbacks

Adherence to any specific or rigid rule set with authority granted at the Council level risks inflexible structure and tendencies towards centralization. The adoption of these Council By Laws & Charter must be understood to be a temporary measure designed to incentivize the initial development of the Network.

Notice & Disclaimer: My development and publication of these draft by-laws does not, and is not intended to, constitute legal advice or legal work product; instead, these draft by-laws are for independent consideration of the DAO Community, the DAO Council, and any other interested readers. I have prepared these draft By-Laws because of my intellectual interest in decentralizing the governance of SuperRare, as an informal and self proclaimed “steward” of the SuperRare community, and as an employee of SuperRare Labs Inc. DAO community members and Council members should contact their respective attorneys to aid in the interpretation and understanding of these by laws and, of course, to suggest edits. The content on this posting is provided “as is;” no representations are made that the content is error-free or infallible.

That is a lot to digest.

I have lots of questions.

What are the day to day affairs of the foundation the Directors manage?
Who is the Independent Director in paragraph 7 The Council? Is this different than the Director(s) in paragraph 5?
Should there be line or clause numbers on this so we can reference specific wording?
I found this because I did not know a Cayman Island Foundation was not like a charitable foundation Cayman Islands Foundation Company / FC Formation and Benefits
Is the Foundation only controlled by the elected directors?
Director Qualification - who is doing the background checks? Will the directors need to be doxed and provide a resume or something that outlines their qualifications before being voted in.
Who vets the Council members it seems they have control of the wallet?
Are the directors and council members paid?
Which law is followed? Cayman law or the law of the citizenship of each member? Do they have any tax liability in their home country?
Are the directors and council members considered an employee under any laws that might apply here? I am not a lawyer and no nothing about Cayman Island.

thanks for the questions @BardIonson and apologies for the late reply. Wanted to let some dust settle. Being that this is a pretty foundational document, it deserves time to sit. I am preparing a suggested revision of the proposal, which I hope to publish by next week, but I am happy to answer your most pertinent questions in the meantime.

  1. the Foundation director is currently handling administration of the Foundation, assisting with staffing the Foundation, and otherwise performing resolutions based on Council/Community decision making. Other than limited admin abilities, the Foundation Director is mostly there to watch community/council decision making and take action accordingly at the Foundation level. The Director owes fiduciary duties to the RareDAO Foundation.
  2. The current Director prefers to be remain anonymous out security concerns. There has been some community discussion as to whether the Director(s) should be forced to disclose their identity. I am not compelled that Director disclosure is necessary, given that the Council (who is public) is the real decision maker
  3. I can post a word doc in the new version for ease of reference
  4. Foundation is run by a Director, who has legally delegated its authority to the Council
  5. The Foundation is enrolling the services of a third party to perform background checks, which will include the Council
  6. Initial Council comprised trusted DAO community members who were nominated. Subsequent Council’s will be elected directly by the Community
  7. There is currently no compensation for serving as a council member yet and there shouldn’t be until its approved by the Community. Director takes a service charge.
  8. The laws of Cayman Islands applies to the Foundation

For reference, check out the discussion happening with ENS’s bylaws - Second Draft of the ENS DAO By-laws for comment - DAO-Governance - ENS DAO Governance Forum

We are really treading new water here, so i dont expect any forthcoming drafts to be immune from challenge. The goal is to legitimize the DAO with a foundational charter that creates more accountability, transparency, and certainty. I expect that this document will grow over time, especially as the governance mechanics of the network become more deterministic.

I have edited the original By-Laws pretty considerably based on community feedback, interactions with Council members, and after further thinking about the DAO. Generally, they are pretty similar to the first post from a policy perspective but contain significantly more details, cleaned up terms, and consistency improvements. You can access a PDF showing all changes here.