Author:

Ze_Boubs

Abstract/Rationale:

This proposal aims at enacting governance V3, which shall match the principles of the gmDAO association articles. It is recommended for anyone to read the association’s founding articles at Articles of Association . This proposal will display all the off-chain association structure in order to include it into our wiki, and ratify role and responsabilities over legal obligations. This proposal also aims at fixing some of the governance issues we noticed through the past 6 months : bring more clarity over the creation of workgroups, dissolution of DAO, dismissal of contributors, and enable anonymous voting within the scope of what snapshot offers at the moment. It also introduces different types of voting systems and how members will be able to use them in the future.

Specifics:

Context

The gmDAO is now incorporated off-chain as per the Swiss law as an non-profit association, domiciled in Zug, Switzerland. Being an association involves legal and moral duties according to Switzerland’s law. Therefore, our governance process needs to match those requirements while staying true to our original vision of a tokenholders driven, decentralized, flat-hierarchy governance. Incorporation allows us to :

• Interact with other parties: Our DAO couldn’t sign contracts or enter into agreements without corporate personhood, which our DAO gained when it created the association.
• Protect the liability of our contributors: If our DAO was not incorporated, it could be considered a general partnership. This means that all our contributors would be liable in the case of a lawsuit or other legal issue.
• Hire employees: The gmDAO needed a legal wrapper to legally hire employees rather than paying workers “under the table,” or “off the books,” which is technically considered tax evasion.
• Pay taxes: To be legally compliant, DAOs need to pay their taxes. Whenever money is changing hands, we needed to consider the tax implications.

Organs of the gmDAO association (off-chain)

According to the Swiss law, the association has to be composed of three organs, which allows mutual monitoring of their actions. These organs, their rights and duties are described below. I’ll call them pod for convenience and clarity.

1. The Board

⚠️ Any member of the General Assembly Pod may become a member of the Board Pod, provided that they are elected as such during one of the General Assembly meetings.

The Board Pod is the executive layer of the association. It is responsible for day-to-day execution of the community proposals and is initially composed of the three founding members of the association (Cyphr, DeFi Beats, Ze_Boubs). The Board Pod tasks and duties are :

• represent the Association in public
• prepare, organize, execute General Assembly meetings
• dismiss a contracted contributor
• secretary tasks : daily accounting, keep track of the association events, prepare budget and annual accounts
• execute decisions taken by the DAO and its members, as long as they are decisions related to the fulfillment of the purpose of the Association.
• manage the DAO assets

2. The General Assembly

⚠️ Any natural person or legal entity may become a member of the General Assembly, as long as they provide their name, address, and email (these informations won’t be disclosed publicly) before 10 days of the General Assembly meetings. Application for membership must be made in writing to the Board Secretary (Ze_Boubs).

In front of the Swiss Law, The General Assembly is the supreme organ of the association. The General Assembly ordinary meeting is organized by the Board Secretary at least once a year with a 30 days notice, but if >10% of members vote in favor of an extraordinary assembly it will take place at the specified date with a 10 days notice. The General Assembly tasks and duties are :

• elect, monitor and dismiss of the members of the Board
• accept the Association's budget and annual accounts
• dismiss a contracted contributor
• grant discharge to the Board Pod
• determine the members contribution
• pass resolutions on the adoption and amendment of the Articles of Association, including the Standard Governance Process
• pass resolutions on the dissolution of the gmDAO Association
• passing resolutions on matters reserved to it by law or by the Articles of Association or submitted to it by the Board.

🗳️ Each member of the General Assembly has one vote at the General Assembly meetings. The General Assembly meetings shall pass resolutions and carry out elections by a majority of one vote more than half of the members present, unless otherwise provided by law. The same applies for the extraordinary Assembly meetings. Every member is responsible to gain the technological knowhow to be able to participate on votes on the General Assembly : it can be held in person, in hybrid forms of participation (i.e. via Skype, phone, Slack and others) or even digital forms are explicitly possible. The Board monitors the proper democratic decision-making process of members, which are not participating in person.

3. The DAO members community

Every on-chain token holder is also a member of the gmDAO Members Community. The voting process of the Member Community is digital and blockchain-based. Token holders don’t need to disclose their identity in order to vote. The detailed rules and procedures for votes by the Member Community are detailed in the Standard Governance Process. The Board is responsible for executing the DAO members community decisions.

Governance Rules

The gmDAO is ruled by a list of rules that apply no matter what. In no case can these rules be bypassed for any reason. If it comes to a payout that is in a rush, we recommend the author to pay for it upfront and try to be compensated later. Please notice no payment is guaranteed as long as the dao didn’t vote for it.

All Snapshot proposals are voted by gmDAO token holders. All choices are encrypted and only visible once the voting period is over.Proposals that are passed are executed by the Gnosis multisig (mainnet: 0xe1a4cb40A1D672Bb7901b646Bb18Eb7B70BD5952).

The gmDAO multisig signers have committed to executing the will of the gmDAO. This includes all decisions which stem from the Standard Gsovernance Process.

1. Types of proposal

2.Voting systems

Several voting systems are available for proposal authors. Only the basic vote is accepted as a definitive result. Example : Say we’re voting to change the name of gmDAO. The author should cast two different votes : a Ranked Choice Voting or a Weighted Vote to “vote on what name fits the most”, then a basic vote on “should we change the gm.dao name ?”.

3. Standard Governance Process

Should the DAO use another tool suite for Governance, the tool suite would need to have similar features, including a discussion space, with a specific “Proposal” category. The tool must offer a token-gated experience, temp-checking functionalities such as off-chain polls, moderation tools such as threads-locks.

4.Note on workgroup creation

In the case where members decide to take over a workgroup lead, they’ll have to put up a proposal following the @Workgroup Creation Template in order to request usage of the gmDAO brand and clarify its relationship with the gmDAO community. Typically, the template must include the following :

Rationale: Provide the rationale behind your proposal. Why is it needed ? What is the vision behind ? How does it align with the DAO vision ?

Specifics: Define the relationship with the DAO. How do you plan to use the gmDAO brand ? How do you plan to drive back value to the DAO ?

Provide details on execution : basic governance (2/3 threshold ?), organisational and technical constraints, contributors/products involved, constraints and requirements, maintenance.

If contributors/payouts are involved, specify tasks & duties, wages, hours committed. Provide as many details as possible about each position.

Dissolution of the DAO

The dissolution of the Association can be adopted with a majority of 2/3 on a General Assembly or in circumstances provided by law. If the dissolution is decided, the liquidation shall be carried out by the Board with the help of the multi-signers, unless the Association’s General Assembly appoints special liquidators.

The net assets remaining after payment of all debts and other charges and after settlement of other obligations shall be allocated to a purpose in accordance with the purpose of the Association by resolution of the General Assembly. In the case of a dissolution, token holders are not entitled to receive a % of treasury assets nor any other benefits.

Pros :

Align off-chain and on-chain DAO governance. Allows us to kickstart applications to the general Assembly.

Cons :

None.

Sponsors :

Ze_Boubs