GM 42.1 : gmDAO association

Author:

Cyphr

Proposal date:

November 16th 2022

Summary:

Copy of Articles of Association : https://drive.google.com/file/d/15LfWosgbLC_WCUOtcEmzpZVDjwDmIKOo/view Recording of meeting with Lorenz Legal covering the Articles of Association : https://drive.google.com/file/d/1SckkcZn1doU-32fLk7fZVG2DNdybm2Ew/view Follow-up call with Lorenz Legal : https://drive.google.com/file/d/1d_bNgDxrNxQUWPTGjNcUrYp8289uI2Rc/view

As the DAO looks to expand it’s purpose through the creation of revenue generating products, we must ensure that we are protected from a legal, compliance & tax perspective. Given the primary goal of a DAO is to provide a novel organisational structure without traditional hierarchies, our incorporation must respect these values as much as the legal system allows. The objective of the Association is to establish a decentralized and democratic association with flat hierarchies. Therefore, the Association Board will have only those competences, which actually require the action of an individual, natural person, such as representation duties or the duty to keep the books

After a thorough analysis from our legal partners at Lorenz Legal, we have been given the recommendation to incorporate under Swiss law as an association. This would afford us both individual indemnity against financial liabilities (personal liability of the Association’s Board members can be limited to cases of gross negligence & the assets of the association are solely liable for the obligations of the association), as well as a fairly advantageous tax bracket as a Non-Profit.

The Association organs are the following:

• Association Member Community (“Member Community”)
• General Assembly of Members (“General Assembly”) (Mitgliederversammlung)
• Association Board of Directors (“Board”) (Vorstand)

Member community:

Consists of all gm.token holders. The Association Member Community shall be the body, which decides on the proposals. Every member of the Association is also part of the Member Community, which provides a blockchain-based technical infrastructure to efficiently, democratically and transparently propose and vote (i.e Snapshot).

The detailed rules and procedures for voting within the Member Community are detailed in a separate document (our current Governance Process) to be adopted by the General Assembly. Therefore, the General Assembly is the only organ able to amend the Governance Process.

General Assembly

The General Assembly is the supreme body of the Association. It is responsible in particular for:

1. election and dismissal of the members of the Board;
2. election of the President of the Board;
3. election of the auditors (if any);
4. acceptance of the Association's accounts;
5. granting of discharge to the Board of Directors;
6. determination of the contributions to be paid by the members;
7. passing resolutions on the adoption and amendment of the Articles of Association;
8. decisions on appeals against exclusion decisions of the Board;
9. resolutions on the dissolution of the Association;
10. passing resolutions on matters reserved to it by law or by the Articles of Association or submitted to it by the Board.

The Association Board

The Board consists of at least three members. The Board constitutes itself with the exception of the President, who is elected by the General Assembly. In the event of a deadlock situation, the President shall have the casting vote.

The competencies and duties of the Board include in particular:

• Representing the Association to the public;
• Preparation of the General Assembly;
• Execution of the resolutions of the General Assembly;
• Decision on the admission and possible exclusion of members of the Association;
• Handling of suggestions, applications and complaints of the members of the Association;
• Preparation of the budget and annual accounts;
• Management of the Association's assets;
• Appointing the informal Board of Advisors (if applicable);
• Activities related to the fulfillment of the purpose of the Association.

In addition, the Board shall have all other powers not expressly reserved by law or the Articles of Association to another body of the Association.

What we’re voting on ?:

To finalize the incorporation, we must have 3 founding members to sign the articles of association, as well as be present during the Association Meeting Minutes.

Our proposal would be as follows:

President: Cyphr

Treasury: DeFi Beats

Secretary: Ze_Boubs

Once the DAO has had time to review the Articles of Association & provide changes/feedback, the vote will be to decide whether to proceed with the incorporation with the board suggestion above.