Prop 2: LLC Operating Agreement Ratification
Proposal 2: LLC Operating Agreement Ratification
Status: Executed March 2023
Summary
This proposal asks the DAO to ratify (i.e., a passing vote with a 10% quorum and a >50% majority) the developed LLC Operating Agreement to complete the incorporation process begun in Proposal 1. Neta DAO will then become an algorithmically-managed nonprofit LLC based in the Marshall Islands.
The LLC Operating Agreement is viewable in full here, and an informational summary is provided below: https://nftstorage.link/ipfs/bafkreicq3rta2vflyw7d7gmk45vsacuzrhf7r3fosyxs2r6c2juu5winhe
If this Agreement is ratified, then a Member of the DAO who volunteered (Discord user Gstface3#6442) has agreed to sign and submit the Agreement to MIDAO Directory Services and undergo the Marshall Islands’ KYC process, whereupon MIDAO estimates it will take 30-60 days for the approval process to complete.
After this, the DAO can begin operating as an LLC, with the rights and member protections outlined in Proposal 1.
Voting Summary
By voting YES, you vote to ratify the Agreement and consent to its terms.
By voting NO, you vote against ratifying the Agreement and do not consent to its terms, and you return the Agreement to the Operating Agreement Assembly for resolution of issues.
Agreement Summary
NB: A condensed Summary of the Agreement follows, but it is in no way, shape, or form a substitute for the actual Agreement, the language of which is the final authority for the DAO’s operations. Please read the Agreement in full.
Neta DAO is registering as a nonprofit Limited Liability Company (LLC) through MIDAO Directory Services in the Republic of the Marshall Islands (RMI).
Article I. The Registered Office, Registered Agent, and Principal Office will all be MIDAO.
Article II. As an RMI nonprofit LLC, Neta DAO is bound by RMI’s nonprofit LLC laws. This includes a prohibition on the distribution of revenue to stakers, and a prohibition on promoting political propaganda, attempting to influence legislation, and contributing to or participating in campaigns for political candidates. The DAO may still pay reasonable compensation for work performed by contributors.
Article III. Membership in the DAO is determined by staking the $NETA token. All Members’ voting power is equal to their Membership Interests.
Article IV. The DAO is algorithmically managed by the vote of members. A vote is considered valid with a 30% quorum and a simply 50% majority, unless otherwise specified and agreed to by the DAO. The DAO (as an LLC) is solely responsible for its liabilities, and inures Members against personal liability for those liabilities. All Members must be consistent and comply with the terms of this Agreement.
Article V. The DAO is managed by the Members and their designated Multisigs and subDAOs. Only the Members and those authorized by the Members have the authority to bind the DAO in a contract.
Article VI. The DAO shall maintain a list of Member wallets, a copy of its Certificate of Formation, a copy of this Agreement, any accounting or financial records, and records of meetings or of actions taken by Members without meetings.
Article VII. The DAO has no obligation to return the Initial Contributions in Exhibit B.
Article VIII. Members can dissociate from the DAO by unstaking, or by the vote of Members.
Article IX. New Members may join by acquiring tokenized Membership Interests.
Article X. The DAO can be dissolved in accordance with the RMI’s Non-Profit Entities Act of 2020.
Article XI. The Agreement may be amended with a 60% quorum and a 75% supermajority.
Article XII. This Agreement is the final authority of the DAO, subject to Marshall Islands’ law. Its provisions are separable, meaning that if one is found invalid, the rest are still enforceable.
Final Note
This Agreement covers DAO operations as a whole. In addition to this Agreement, the DAO must also ratify a Constitution that will internally govern its multisigs and subDAOs, along with the subDAO Operating Policies.
Any other questions or concerns? Please post them on the Discord Server for further discussion.
Thank you all for all your consideration, patience, and support. Have a good week.