RFC - DAO Documents Round1 - The Charter

Governance Radix Community DAO
1

Round 1 on finalizing minimal DAO documents:
A process which is open for minimum 2 days with the goal of creating final release candidates.
Initiated and owned by RAC.

Documents to discuss in this round:

Please give inputs if you find errors or want changes to the document.

Edited 18:44. Added DAO Parameters relevant for the documents.

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2

And I already have a couple of suggested edits:

The problem statement:
The Charter references 16 governance documents as the definitive source of rules for various DAO functions. However, under the Phase 1 activation model (Transition Governance Framework §3), only 10 of those documents are active and enforceable from launch.

Solution:
Add this sentence to **§12 Amendments:
”**During Phase 1, where the Governance Maintenance & Upgrade Framework is not yet active, amendment mechanics are governed by the **Transition Governance Framework** and the **Proposal & Voting Framework**.”

Add the following section to the §13 Scope:
”**Document Activation During Transition:** This Charter describes the DAO’s intended complete governance framework. Not all referenced documents are in force from the first day of operations. The activation status of each governance document — and the phased schedule under which documents become enforceable — is governed by the **Transition Governance Framework**. Where a referenced policy is not yet active, the Transition Governance Framework defines the applicable interim rules and the RAC’s delegated authority.”

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Second change. Prepare for legal review
This time replace paragraph 2 with

”Structure: Marshall Islands DAO LLC, incorporated under the Marshall Islands Limited Liability Company Act and the Marshall Islands DAO Act. Governing Law: The laws of the Republic of the Marshall Islands govern this entity and the interpretation of this document.”

And paragraph 10 addition:

”Detailed definitions and constraints are specified in the Legal Wrapper & Representation document, including the governing law and legal entity structure applicable to the DAO.”

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Suggested changes to the documents in Round 1 is now incorporated and pushed to the repo.

When next round launches, this round will continue to stay open for additional comments and changes.

5

for me it is good. Delegated Bodies is very good, rac wg and committes would be very useful in defining the charter, voting will be addressed later. If the lawyer needs this to go on.. now we can move on

6

Good feedback.

In the suggested framework-repo the Working Groups will be activated by need after the Phase1 is approved. This can easily be changed.

The key in the current suggested phase1 approach is to give RAC a time limited transitional extra authority to coordinate and execute on the DAO establishment. The speed we gain on this topic may cause a suffer on other important areas. If we want to execute more in parallel, we should look into enabling a couple of Working Groups as part of Phase1.

For example there was a suggestion in the community on creating a strategy council alongside RAC. The work defined in this proposal fits perfectly well into the Working Group concept and mandate.

To kickstart the discussions on WG I have as part of the framework, crafted some suggestion for WG’s and a template for creating a completely new ones. Either we take a couple and make them part of the DAO Constitution Proposal or we delay the establishment and execute them as separated proposals later.

The balance of delegated authority (RAC versus Working Groups), speed of execution and available bandwidth is a very good discussion point. The structure is there in the Framework. It is up to the community to decide on what, when and how.

7

I’d prefer the WG to start after the phase 1 is approved. no need to start WG in parallel unless it is a long process for the dao to establish

8

later. The Governance Framework is already too complete, for the MIDAO formation we should go minimun governance rules and don’t overthink it right now

9

Why this rush? Please enlight me.

I just predict a total chaos in the aftermath where central RAC members get even more pressure from community members. And if one or two of them drop the mic we will end in endless loops of elections and discussion since we decided to drop the governance framework

I think it is smart to build some protection layers around the DAO Delegates. Can things run in parallel yes. To that I agree.

10

I just think (as others) it’s taking too long to stablish the MIDAO entity and in my understanding the governance in place needed to be minimun reqired by legals on the entity formation, then we would have the DAO formed and treasury known and custodiated by a multi-sig with RAC. Then we could perfect the governance framework without Foundation consuming funds from treasury and of course without all this rush.
But you’re right, the legals are one thing and the framewrok is another, they can be chased in paralel.

I just wish we can get the legal done asap because not knowing if all this work is for the DAO to inherit a few bucks, It’s just despairing

11

I think we all share the same frustration. What i personally observe is that the easy path is not always the easy path. And the real value is not the usdc in front of you. It is the intellectual property that is the true value. The USDC and XRD is just there to give us some extra time to create value out of this intellectual property.

And the reason for why things take time is more about how to protect and secure this value going forward.

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12

If you mean things could on in parallel I understand we should start defining this WGs and also someone should raise the hand and also try to write its jobs spec so to start having an idea about how many individuals could join in.

I mean, for me it is fine in parallel also

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13

Some thoughts on the Charter:
(Note, I’m not a lawyer and not familiar with Common Law or DAO governance. Take my opinions with a grain of salt.)

General - RAC vs Delegates:

In the Charter, the group of stewards elected by the DAO is called “RAC”.
Maybe we should remame it to “Delegates” so it’s in line with the Operating Agreement draft and can be distinguished from our current pre-DAO RAC.

3.5 Resilience:

Maybe this needs some carve-out for dissolution of the DAO (i.e. some pointer to §11 “Asset Lock and Wind-Down”). Same goes for Section 9 “Continuity and Fallback”

3.6 Integrity:

Every participant in the DAO — token holders, contributors, elected officials, and contractors alike — is expected to act in good faith, disclose their interests […]

I’d scratch the “disclose their interests” part. We don’t want to impose disclosure obligations on “normal” participants.

3.7 Environmental Responsibility:

The DAO is mindful of the environmental impact of the infrastructure and projects it funds. Where choices are otherwise comparable, the DAO prefers options that minimize unnecessary energy consumption and environmental harm. This principle applies to infrastructure procurement, grant evaluation, and operational decisions made in the DAO’s name.

A commendable goal - but at this stage we shouldn’t impose any unnecessary constraints on ourselves. Evaluating the eco impact and energy consumption of all grants / decisions would take up valuable manpower. Grant applicants might also expend extra effort on writing some BS on how their proposal is eco friendly. The actual eco impact of this would likely be minimal at best. I propose to remove section 3.7 entirely. Or, if we do want to keep it, rephrase it to be even less specific.

8. Governance Integrity:

All persons holding authority within the DAO are required to disclose their interests

Section 4.1 says that “Token holders are the ultimate decision-making authority of the DAO”
To me, this means that token holders are part of “All persons holding authority within the DAO” in Section 8 and therefore “required to disclose their interests”. This is not what was intended. Maybe replace that sentence with something like:

All persons holding roles with special decision-making authority are subject to disclosure and recusal obligations as specified in the Conflict of Interest Policy. Token holders who are merely exercising ordinary voting rights are not and will not be subject to mandatory disclosure or recusal obligations under this policy, but are encouraged to act in the DAO's best interest.

The CoI Policy already specifies that it doesn’t apply ordinary token holders / voters but I think it makes sense to anchor that in the Charter. It adds some reassurance that there won’t be any surprise liability / obligations for simple token holders.

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