Proposal

This proposal is a request to release $15 000 USD to incorporate as a Non-Profit LLC in Marshall Islands with MIDAO until 2024 Dec 31, with costs broken down as follows:

$9500 USD - Year 1 $2500 USD - Year 2

$300 USD - Letter of Opinion

$2700 USD - Legal Fees/Lawyer Reviews for Documents (exact costs unknown but I believe it will be less than this)

Number of Realms/Lords - Payment to Doxxed Member (can be finalized after vote passes)

Costs

The costs for incorporating in the Marshall Islands through MIDAO are as follows:

$9500 USD to incorporate for the first year, rated as calendar years (makes the most sense to incorporate in January)

$5000 every subsequent year (if you pay for the 2nd year upfront when initially incorporating there is a one time/one year 50% discount reducing the cost to $2500)

I have paid $300 USD for a letter of opinion from a lawyer which I would request to be reimbursed if we go through with this; however, if even a single DAO member disagrees I will retract this request.

Proposed Incorporation of Bibliotheca DAO

Hello everyone, I am excited to present a key consideration in the ongoing effort to protect and streamline Bibliotheca DAO. As the state of Starknet and Eternum progresses and autonomous worlds seem on the precipice of becoming a powerful new meta on CT; I have been researching potential paths for incorporation with the invaluable aid of taniela from DOPE DAO and pleurer who has been a lord since the beginning as well as input from other DAO members.

Background

In 2022, we considered incorporating Bibliotheca DAO in the Cayman Islands. However, due to high costs, uncertainty about the concrete usefulness and security provided, and potential conflict with DAO principles, we decided to postpone the plan. An April meeting with Taniela from DOPE DAO regarding DOPE DAO’s experiences re-emphasized the importance of reevaluating our needs. It highlighted the need to refine and clarify the mission of BibliothecaDAO, with the collaborative involvement of all its members and the benefits of incorporation for interacting with other companies and services.

Why Incorporation?

At present, Bibliotheca DAO lacks a legal structure, leaving us vulnerable to legal action for reasons such as scams, hacks, trademark or copyright infringements, and tax matters. Under recent case law, unstructured DAOs can be treated as General Partnerships, potentially exposing voting members' to personal liability for the DAO's actions. Though us being targeted is unlikely and we have not had any issues of that nature thus far, prudence is pragmatic. We also lack an entity that is able to conduct business with outside organizations such as banks or market makers, which this would solve.

Key Objectives of Incorporation

• Reduce/remove personal liability for Bibliotheca DAO members.
• Establish a legal entity for Bibliotheca DAO, for facilitating engagements with other organizations (DAOs, companies, banking, services, products etc).
• Clarify our purpose as a DAO.

Not-for-Profit Limited Liability Company (LLC)

Registering as a Not-for-Profit LLC with MIDAO in the Marshall Islands is one solution. This status limits legal challenges to the DAO's assets, thereby protecting members' personal assets. Even as a Not-for-Profit, we can still generate significant revenue and increase asset value; the key restriction is that we cannot pay dividends to our members. For the Marshall Islands specifically there may be possible consideration for something like staking mechanics in gaming described in Subsection 122 (3) of the RMI Non-Profit Entities Act 2020, it states that "a domestic non-profit entity may confer benefits upon or make contributions to members ... in conformity with its purpose". Importantly, a Not-for-Profit LLC is not taxed by the Marshall Islands Government, although individual members are still responsible for their own tax obligations in their local jurisdictions.

See incorporation details/comparison here.

Check the preliminary Operating Agreement in the incorporation documents here. This isn't the final version, but a basis for DAO discussions upon registration approval. Your vote initiates these discussions, not grant final OA approval.

Role of a Doxxed Member

To proceed, we'll need a "doxxed member"—a figurehead with no governance or treasury actions. Their primary role would be to serve as the registered representative, without any inherent liability for DAO actions. However, they could potentially be doxxed publicly in the event of a lawsuit. This person would have no power or responsibility or liability other than providing their identity to MIDAO, who again would not relinquish this information to anyone except in situations of legal actions by anyone in the DAO that led to investigation. This member would be compensated some amount as agreed upon by the DAO for their services.

For MIDAO the only other reason you would have to doxx yourself would be if you have ownership of greater than 25% of the governance tokens - which no one does to our best available information.