zComb DAO Proposal AKA ZCDP 2024-1

Unfortunately, Comb, LLC Articles Of Incorporation (AOI) appear to be just bare bones documentation without additional clauses that a smart lawyer would advise. It is possible that Comb Founder used Northwest Agent to create the LLC and utilised a stock AOI with no amendments or counsel. To view the AOI, see the bottom of the page and click on the link to view the documents (https://ccfs.sos.wa.gov/#/BusinessSearch/BusinessInformation)

There has yet to be a response on whether an Operating Agreement (OA) is available, whether it will be made available, and what it’s contents are. Regardless, the following statements still apply and the OA will be made available in the zComb DAO Discord should the Comb founder produce it.

It may be in the DAO's best interests to state a clause on the dissolution of the DAO and limit the duration that treasury funds are retained in the smart contract to something reasonable in this space. Despite the Comb founder’s insistence to retain funds in a $COMB claiming smart contract eternally, we may find out too late that this would not be compliant with legal precedent, as escheatment laws may come into effect if dissolution clauses do not state what happens in a dissolution. Application of general escheatment laws may mean that unclaimed monies eventually go to the state.

For further reading on Washington State specific legislature, zComb DAO members may review:

Things one cannot overrule with an Operating Agreement: https://app.leg.wa.gov/rcw/default.aspx?cite=25.15.018

How long a homestead has to be abandoned to be considered abandoned, as a guide: https://app.leg.wa.gov/rcw/default.aspx?cite=6.13.050#:~:text=A%20homestead%20is%20presumed%20abandoned,of%20at%20least%20six%20months.

Dormancy period for salary, income, and payroll - potential applicable: https://sovos.com/tax-reporting/unclaimed-property-laws-by-state/washington/

In view of financial prudence, it is proposed that zComb DAO votes on the inclusion of the following clause in the Comb, LLC and zComb DAO Operating Agreement:

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Dissolution:

Upon the dissolution of zComb DAO, Comb Financial, Comb Protocol, Comb Finance, Comb, LLC, and any parties associated under the governance of zComb DAO, assets shall be distributed among holders of $COMB tokens on a pro rata basis.

In the event that certain token holders cannot be reached, a reasonable effort shall be made to contact them. Such efforts shall include monthly messages sent via the Fantom network, informing unreachable token holders of the dissolution process and the imperative to claim their respective shares.

Assets unclaimed by unreachable token holders after a maximum period of one year from the commencement of the dissolution process shall be redistributed among remaining token holders.

25% of unclaimed assets are distributed to contactable claimants after 3 months,

33% of thence remaining unclaimed assets are distributed to contactable claimants after 6 months,

50% of thence remaining unclaimed assets are distributed to contactable claimants after 9 months, and

100% of the final remaining unclaimed assets are distributed to contactable claimants after 12 months.

Any amendment to this clause may only be made by DAO voting on a pro-rata basis of zComb holdings.

The dissolution clause takes precedence over any and all dissolution clauses dictated by Comb, LLC without zComb DAO's approval via snapshot.

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Note: This proposal is not legal, or financial advice. You should approach your personal accountant and lawyer for advice.

Vote: “Yes” to endorse the inclusion of this dissolution clause in the company operating agreement, zComb DAO operating agreement, and any other documents related to zComb DAO, Comb Financial, Comb Protocol, Comb Finance, and any other entity under the governance of zComb DAO.

Vote: “No” to reject the inclusion of this dissolution clause and risk legal counsel informing Comb founder that unclaimed monies will go to the state.