DAO-book. Appendix No. 05. Charter of Tao
For your Tao [insert a name] … from https: // www.Lexpunk.Army .
I. The essence of the Charter of Tao
(a) This Charter (hereinafter referred to as the “Charter”) is the official legal charter ___________ / Here indicate the name of your Tao / (Further “DAO” or “Tao“). This Charter was conceived as a legal agreement (agreement), mandatory for all members (participants) of Tao and other participants of Tao, who has legal force in accordance with its conditions in accordance with the law ___________ /here it is necessary to indicate jurisdiction [by. Menaskop: SM. in the article and below]/. Certain terms, (written) with the title letter used in this Charter, are determined in Section 6 .
(b) If you have received a token participant in DAO or otherwise are a participant in DAO, you agree and undertake to observe the real charter as a participant in DAO and, more specifically, as a “participant in DAO”.
II. Name, purpose and structure of Tao
(a) the name of the Tao – ___________ / Here indicate the name of Tao /.
(b) Tao is a “decentralized autonomous organization” – t.e. not an incorporated association of individuals, organizations, associations and/or other persons or groups of persons.
(c) activities and goals that will carry out or promote Tao are described by ________ / Here indicate the link to the site, dapp and/or open document /, and they can be updated from time to time in accordance with this Charter (“goal”).
(D) Tao Not intended and not considered a legal entity and does not have a legal personality, separate from the participants of the Tao. Without limiting the community of the foregoing, the Tao is not intended to be and should not be considered a partnership.
(e) Members of Tao use the assigned smart contract (smart contract deployed on the assigned blockchain at the designated blockchain address) as an exclusive storage method, distribution between Tao members, spending or other distribution of any Tokens , which are the property of Tao, emissions (mines/minting/release) of tokens of members of the Tao, as well as the conduct and accounting of the votes of the members of the Tao. DAO can also use the assigned smart contract to manage and facilitate some other agreements and transactions involving DAO, DAO members and/or third parties.
III. Shares and membership in Tao
(a) face It is considered a member of the Tao then and only then, When, in relation to such a person, a copy of the membership structure was created in the assigned (designated) smart contract. Each structure of membership records an open key, with which a member of the Tao can exercise its rights as a member of the Tao through the assigned smart contract, and the number of TOO members of the Tao issued to such a member of the Tao and who are with him, and can also write down any other relevant information regarding Member of the Tao, as determined by the key pairs of the key-value in the structure of the assigned smart contract.
(b) the rights of membership in Tao are represented by tokens (” TOO membership tokens “), Minted (somintered) and emitted by means of the prescribed smart contract.
(c) DAO members have rights, powers and privileges that can be adopted and/or carried out by DAO members through a special smart contract, as indicated later in section 4. In addition, the participants in Tao have the rights, powers and privileges set forth on ________ / Here indicate the link to the site, dapp and/or open document /, while they can be updated from time to time in accordance with this Charter. The rights, powers and privileges of members of TJ are called in this document ” Rights of participants in Tao “.
(D) the status of a member of the Tao not creates (and is not considered such), and the rights of a member of the Tao do not include (and are not considered such) any powers, rights or power from a member of the Tao act as an agent, representative and/or attorney and/or otherwise act on behalf of Tao or any other member of the Tao, bind Tao or any other Member of Tao by any agreements or obligations or transfer any property of Tao or any assets, rights or property owned or owned by Tao or any member of Tao or on his behalf. Not limiting the community of the above, No Member of Tao can be considered a partner of Tao or any other participant in Tao. Not a single participant in Tao should declare, intend, imply, approve or provide any person that such a participant in Tao or any other participant in Tao has such powers, law or power.
(E) To the maximum extent allowed by applicable law, not a single participant in Tao is (and is not considered such) responsibility for any obligations of Tao or any other participant in Tao . This paragraph “(E)” does not create (and is not considered such) and does not imply any obligations of Tao or any participant in Tao to compensate for losses or compensation to any participant in Tao, as well as to protect any participant in the Tao from any obligations that arose for such Participant of Tao in accordance with any applicable law, in connection with the participation of a participant in Tao in Tao or otherwise.
IV. Mandatory power of the indicated smart contract
(a) General mandatory action.
(i) Mandatory smart contract. With the exception of cases specified in section 4 (b):
(A) The results of the assigned smart contract determine the rights and obligations of each of the participants in the Tao In relation to Tao, the goals of Tao, the shares of Tao, property of Tao and the distributed property of Tao (” Questions of Tao “) And are final, mandatory for execution and not subject to appeal”.
(B) each participant in Tao has an unconditional right to take any actions or exercise any rights, The powers or privileges that can be undertaken or carried out by a participant in TOO using TOO membership or by interacting with the assigned smart contract, including the transfer of the TOO membership token (to the extent that the prescribed smart contract allows such transmissions), a call of any function Assigned smart contract, transfer of any token to the assigned smart contract or receiving any token from the assigned smart contract;
(C) No DAO participant has any responsibilities or responsibility for any specific use of token DAO members or interaction with the assigned smart contract in general or in any specific way; Provided, however, that this item “(C)” does not limit and should not be considered as a limiting any other position of this Charter, including the requirement set forth in the previous paragraph “(A)” that the DAO participant should be connected by the results operations of the assigned smart contract;
(II) The appointed smart contract cancels the effect of opposite legal contracts. With the exception of cases specified in section 4 (b), if in connection with any DAO issues there is a conflict or inconsistency between: (A) (1) by this Charter or (2) by any other agreement between DAO participants; and (b) by any agreement created or implied, or embodied in a machine code, an assembler program or another code, or the results of the designated smart contract, then the contract specified in the previous paragraph “(b)” will prevail over the contract, specified in the previous paragraph “(A)”. Despite the above, specific DAO participants may refuse to use this section 4 (A) (II), exclusively against themselves and without any adverse consequences for other DAO participants, to the extent that this is expressly provided for by a written legal agreement, provided that all DAO participants will be announced about the conclusion of such an agreement and a complete copy of such an agreement will be easily available Everyone DAO participants.
(III) ban on trials and transfer. No DAO participant should, without the preliminary written unanimous consent of other DAO participants, directly or indirectly undertake or try to take any of the following actions:
(A) with the exception Solana VS Ethereum. of cases specified in section 4 (b), or to the extent that it is necessary to ensure the direct provisions of this Charter, start or continue any trial, make any claims or ensure the execution of any judicial or other decision , in each case, which (1) is directed against any other participant in Tao or affects him (them), is related to this Charter or issues provided for by this Charter, assigned to the smart contract, property of Tao or any other issues of Tao, Including, in order to avoid doubts, any trial or property dispute related to the property of Tao, or any trial or a lawsuit contrasting the execution of any position of this Charter;
(B) transfer any property of Tao, except for the distributed property of the Tao of such a participant in Tao (it is implied that for the participant of Tao ” Broadcast “Any property of Tao means that such a participant in the Tao must conclude any contract that can oblige such a participant in Tao, any other participant in Tao or Tao as a whole: (1) create, improve or forcibly fulfill any retention right, (2) laying, providing, providing, providing, providing, providing, providing, providing options or a derivative of securities, swap or other tools or (3) transfer, sale, other alienation of such property of Tao or any other right or interest of Tao or any member of Tao to such property of Tao or in her);
(C) or call, help, encourage or promote a significant adverse event of exclusion.
(b) exclusion processing. Despite everything stated in section 4 (A), if there is a significant unfavorable event, then the rules and procedures set forth in this paragraph “(B)” determine the rights and obligations of the participants of the Tao in relation to the property of the Tao.
(i) notification of exclusion. If any participant in Tao becomes aware of the presence of a significant adverse exclusive case, such a participant in the Tao (” Sending participant “) Sends to other participants of Tao ( “Receiving participants “) notification ( “Notification of exclusion “):
(A) certifying that the sending participant conscientiously believes that there is a significant unfavorable exclusive event;
(B) describing in reasonable details the events, facts, circumstances and reasons that underlie such belief;
(C) If and only if this is desirable, the description in reasonable details of the proposal of such a participant in the actions that must be taken, agreements that must be concluded, and the means of legal protection, which the participants of the Tao should achieve in response to a significant adverse event of exclusion – “Offer to resolve the exception”;
(D) including copies of any written evidence or other significant written information, as well as the resume of any other evidence related to a significant adverse exclusion event and other issues mentioned in the notification of exclusion and relevant to their consideration; and
(E) containing the certification of the security officer, made in the interests of the participants-recipients when understanding that the participants-recipients will rely on him, which, as far as the participant-administrator is known, certification and statements made in accordance with the previous points “(A) “And” (b) “, are accurate at the date of notification of the exclusion, and, considered in the aggregate, do not contain any false statements about a significant fact or omission in the presentation of any significant fact necessary for such statements, in the light of the circumstances in which they were made, do not mislead.
(II) exceptional break. During the period starting from the date of delivery of the notification of the exclusion and ending with the conclusion by the participants of the TJ of the addition to the processing of exceptions or obtaining the final decision of the arbitrator in accordance with Section 4 (B) (III) (“Waiting period“), Each participant in the Tao must: (a) handle all the distributed property of Tao of such a participant in Tao, which could be transferred to such a participant in Tao as a result of an event with a significant adverse outcome, as if it were the property of Tao, Including ignoring the exceptions of exceptions for the distributed property of the Tao in section 4 (A) (III); and (b) deposit and store such a distributed property of the Tao on a separate account address, which will be considered, to the extent that it is allowed by applicable legal requirements, such as (conditional) caste -dimensional trust, held in the interests of the participants of the Tao.
(III) Determination of exception processing.
(A) term ” Supplement to settle exceptions “Means an addition to this Charter, which sets out an agreement of the TJ participants on the presence or absence of a significant unfavorable exclusive event, as well as the actions that must be taken, agreements that must be concluded, and legal protection funds that must be requested in response to this is. Each addition to processing exceptions automatically and without additional actions of the participants of the Tao will be considered included in this Charter and is part of it.
(B) during continuous 10-day period, starting from the date of delivery of the notification of exclusion (” Negotiation period “), The members of the Tao must attach commercially justified efforts for conscientious negotiations, In order to agree on the presence or absence of a significant adverse exclusion event and, in the case of consent, on the actions that must be taken, agreements that must be concluded, and legal protection funds that must be requested by members of the Tao in response to a significant adverse event of exclusion. If the participants of TOO agree on such issues during the negotiation period, the participants of the Tao will immediately conclude an addition to processing exceptions that reflects this.
(C) if the participants of the Tao cannot reach an agreement, the result of which will be an addition to process exceptions, during the negotiation period, then any of the participants of the Tao can initiate an arbitration to resolve issues in accordance with the procedures set forth on __________ / Here indicate the link to the site, dapp and/or open document / (“Arbitration procedures“). The decision adopted as a result of arbitration procedures will include, among other definitions, determining the regime of handling of any distributed property of Tao and the decision to extend, change or terminate the carpets applied to the distributed property of Tao during the waiting period. The decision adopted as a result of arbitration procedures is not subject to appeal, is mandatory and final for the participants of the Tao . The decision on such a decision can be made in any court of competent jurisdiction.
V. Applications and guarantees
Each participant in Tao (hereinafter “Representing a participant in Tao“) The present declares and guarantees each other participant in the Tao and in his favor for all dates, when such a person is considered a participant in Tao, the following:
(a) resolution and possibility of execution. The representing participant of Tao has all the necessary powers, power and the ability to conclude a real charter, agree with its provisions and conditions and be related to this Charter. This Charter was properly concluded by the DAO participant and is a legal, valid and mandatory obligation of a participant representing the TAO, subject to forced execution in relation to the Participant representing the TAO in accordance with his conditions, only taking into account the action, if any, (I) applicable laws on bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors as a whole, and (II) the norms of law governing the specific execution, court prohibition and other means of protection in justice. If the participant representing the Tao is a legal entity, then the participant representing the Tao is properly formed, organized, legally exists and is on a good account in accordance with the legislation of the jurisdiction in which he was formed.
(b) the absence of conflicts or the required unp incorporated consent. The execution and delivery of this Charter by a representing participant in the Tao, as well as the performance by a submitting participant in the Tao of his obligations to this Charter will not: (I) to contradict or violate any legal requirements or orders applicable to the TAO participant or for which the participant representing Tao or any of the assets representing the Tao participant is connected; or (II) to bring or represent (with or without notification, after time or at the same time) any violation or failure to fulfill obligations, or provide any other person (with or without notice, after time or at the same time) any right to terminate, change, acceleration or cancellation, or cite (with or without notification, or without notice, time or one and the other) to create any pledge for any property of Tao (or any right, powers or interest representing the Tao participant in it) in accordance with) with any agreement under which the representing participant of Tao is a participant in Tao or by which the representing participant of the Tao or any of the assets representing a participant in the Tao is connected. Execution and transfer of this Charter representing a participant in the Tao does not require, and the execution of this Charter by the representing participant of Tao will not require any consent, permission or exemption from obligations by any state body.
(c) ownership. The representing participant of Tao exclusively owns, controls and has a valid ownership (free from any Burden) on any tokens deposited by a representing participant in the Tao or on his behalf in the appointed smart contract, and exclusively owns, controls and has the actual ownership (free from any burden) to the closed key corresponding to the open key indicated in the structure of the participant of the representing participant of the Tao In the designated smart contract. Without limiting the community of the above, representing a participant in the Tao did not give directly or indirectly no property of Tao.
(D) (each participant of Tao is obliged) rely on his own proper prudence, (what represents) informed consent.
(I) representing the interests of the participant of Tao received and carefully studied a copy of this Charter and the entire source code of the assigned smart contract: before becoming a member of the Tao, to make a reasonable decision to join the Tao. The representing Participant DAO was given a complete and fair opportunity: (a) to ask questions to another participant in Tao and receive answers from him regarding the subject of this Charter and the assigned smart contract and (b) receive any additional information necessary to evaluate this Charter and the issues provided for by him. A representing participant in the Tao is a person who is either in connection with this Charter and the issues provided by him was consulted by persons who are knowledgeable, sophisticated and experienced in conducting assessments and making decisions regarding quality, safety and the expected and expected functionality of the assigned smart contract and other issues provided for by this Charter.
(II) with the exception of statements and guarantees of another participant in the Tao , directly set forth in this section 5, representing a participant in the Tao, did not rely on any statements, information, assurances or guarantees, including oral statements, presentations, etc.D., or for any omission of any statement, information, assurances or guarantees made by another participant in Tao or on his behalf when deciding on the conclusion or execution of this Charter or other adoption of any assessment or determination in relation to the assigned smart contract or Anyone another issue provided for by this Charter. A representing participant in Tao understands that another participant in Tao did not and did not authorize any of his representatives to make any statements, guarantees or other statements that can be relying or which can lead to any claims, obligations or responsibilities based on accuracy or completeness of such statements, with the exception of statements and guarantees of such a participant in the Tao, directly set out in this section 5.
VI. Definitions
(a) “Account address” means the address of the public key in the designated network of the blockchain, which is uniquely related to one private key and on which the smart contract was not deployed.
(b) “Claim” means any past, present or future dispute, disagreement, requirement, law, obligation, responsibility, action or reason for the action of any kind or character.
(c) “confirmation” of the transaction It is considered to be held then and only when such a transaction was registered in accordance with the rules of consensus in the actual block, to which at least _________ / the hash heading Here you must indicate the selected model of confirmation depending on the selected blockchain / subsequent real blocks on the assigned blockchain.
(D) “attack on consensus” means an attack that: (I) is undertaken by the manufacturer (creator) of the blocks and/or on his behalf, which controls, or by a group of cooperating block manufacturers who collectively control, the prevailing amount of means of production of blocks in the designated network of the blockchain; and (II) has an actual or alleged effect for: (A) withdrawal of any transaction committed With or by means The designated smart contract after confirming such a transaction, including any attack “Double Spend” (“Double spending”/”Double spending”), having or intended to have such an effect; or (b) prevention of inclusion in the blocks or confirmation of any transaction committed With or by means The designated smart contract, including any “censorship attack”, “interchange of transaction retention”, or “attack attack attack”, which has or intended to have such an effect.
(E) “Rules of consensus” mean the rules of the reality of transactions, the reality of blocks and the determination of the canonical blockchain, which are embodied in the appointed client.
(f) “contract” means any: (i) written, oral, implied in the execution process or other agreement, agreement, understanding, agreement, calculation, tool, guarantee, license, insurance policy, plan of benefits or legally binding circumstance or obligation; or (II) any submission, statement, promise, obligation, law or (other) obligation that may be forcibly executed or become subject Orders, prescribing their execution, based on the principles of justice or doctrines, such as Estoppel, trust or quasi -hiring.
(G) “Property of the Tao” means any token or other asset, law or property licensed or stored by Tao or belonging, retained, stored, controlled or owned by Tao or from her/his name, including any token, which is stored by Tao or retained, controlled, owned by the assigned smart contract.
(h) “assigned blockchain” means at any time the version of the blockchain, which, at least most of the nodes launching the appointed client in the designated network of the blockchain, recognize the canonical at this point in accordance with the rules of consensus. In order to avoid doubts, the “assigned blockchain” does not belong to [__________] / insert any applicable link to the well -known forks of the prescribed blockchain: [menaskop: my advice is to more specifically designate the blockchain itself] / or any other blockchain, usually known as the “test network”.
(i) “Assigned blockchain network” means [__________] / Link to the assigned blockchain network – For example, “The main network Ethereum (Networkid: 1, Chainid: 1)”/as recognized as an appointed client.
(j) “appointed client” means [____________] / Insert a link to the desired client – For example: “The official client Go Ethereum, available at https: // github.COM/Ethereum/Go -Thereum ”can also be processed for many customers, for example: have 3 appointed clients and say that the assigned blockchain is the one that 2 out of 3 agreed on./.
(k) “assigned smart contract” means a smart contract deployed at [__________] / Link to the address of the detailed smart contract / on the assigned blockchain.
(l) “Distributed property of Tao” means any asset, law or property that was once the property of Tao and was distributed to the participant of Tao.
(m) “Legal order” means any prohibitive order, preliminary or permanent trial, suspension of action or other order, order, ban, court decision or decision, which either: (I) was issued by the court of competent jurisdiction, or (II) arises by force of the current legislation as a competent issued by the court jurisdiction, including in the case of “(II)”, automatic suspension of the action imposed by the current legislation when submitting an application for bankruptcy.
(n) “Judicial proceedings” means any private or state action, lawsuit, lawsuit, arbitration, claim, proceedings (including any civil, criminal, administrative, investigative or appeal), listening, request, audit, examination or investigation, begun, excited or heard by any court or other state body, or any arbiter or arbitration commission.
(o) “responsibility” means any debt, obligation, obligation or responsibility of any nature (including any unknown, unsolved, untimely, non -valid, unreasonable, conditional, indirect, determined, implied, vicar, rudimentary derivatives, joint, (other) secondary obligations), regardless of the fact that Whether the disclosure of such a debt, obligations, obligations or responsibility in the balance sheet prepared in accordance with generally accepted principles of accounting is required, and regardless of whether such a debt, obligation, obligation, obligation or responsibility is subject to immediately repayment and payment. To be “Responsible“Means to be obliged or subject to obligations.
(p) “Return ‘right” means any right of retention, pledge, mortgage, pledge law, encumbrance, other ownership, conditional sale or other agreement on the preservation of ownership, the right of intangible property, lawsuit, violation of rights, options, the right to preemptive purchase, predominant law, exclusive license for intellectual property, community ownership or restriction of any nature, including any restriction on voting on any security or restriction on transfer, use or ownership of any security or other asset.
(q) “Significant unfavorable event” It means that it happened, one or more of the following events is expected to be reasonably expected:
(i) “attack of consensus”, negatively affecting the results or operations of the assigned smart contract;
(II) The designated smart contract has become inaccessible, inaccessible or unsuitable for use, including as a result of the fact that any code library or repository included by reference to the designated smart contract or any other smart contract or oracle on which depends The designated smart contract has become inaccessible, inaccessible or unsuitable for use or was affected by a significant unfavorable event, Mutatis Mutandis;
(III) A significant and adverse effect on the use, functionality or performance of the prescribed smart contract as a result of any error, defect or error in the prescribed smart contract or its launch, use or operation (intentional or non-dimensional) (it is understood that for the purpose this paragraph “(III)”, bug, defect or error will be considered significant only if they lead to loss by the DAO or DAO participant at least ___ percent the distributed share of such a DAO participant in the property of DAO and/or ___ percent Property DAO);
(IV) Any unauthorized use of the administrative function or privilege of the assigned smart contract, including: (A) any use of any administrative certificate, key, password, account or address with a person who illegally appropriated or received unauthorized access to such an administrative certificate, key, password, account or address, or (b) any unauthorized use of the administrative function or privilege by the participant of Tao or representative of the Tao participant; or
(v) Assigned smart contract, any of the DAO participants or DAO property falls under action Legal order, which prohibits the assigned smart contract (or which, if the assigned smart contract was a person, would prohibit the assigned smart contract) perform any function or operation, which, otherwise, would be reasonable to expect to fulfill it for execution.
(r) “face” means any person, robot, bot, artificial intelligence, Corporation, partnership, association or other individual or legal entity recognized by the status of a person by law (and/or by right).
(s) “token” means a digital unit, which is recognized as an appointed client in the designated network of the blockchain as capable: (I) to be uniquely connected or “belonging” to a certain address of the public key in the designated network of blockchain at each specific height of the block; and (II) have transfers of such a digital unit recorded on the designated network of blockchain.
(t) “Transfer” Token to a specific address (“Address of the recipient“) In the designated network, the blockchain will be considered a part and only when the appointed client on the designated network blocks the one admits that: (I) to the designated Blockchain network, a new transaction of the transmission of the transmission function, which: (a) provides for the re -association of the assigned token with the address of the recipient; and (b) signed by a closed key that is (or a group of closed keys that are together) sufficient to authorize the performance of such a transmission function; and (II) such a transaction was confirmed.
VII. Miscellaneous
(a) Amendments . Any position of this Charter can be changed, canceled or modified only after (legitimate) Voting In favor of such a change, cancellation or modification by the participants of the Tao through a special smart contract.
(D) Divisibility . In the event that one or more provisions of this Charter for any reason are recognized as invalid, illegal or not having legal force, completely or partially or in any way, or if one or more provisions of this Charter are valid either in the future will lead to the invalidity of this Charter, then in any such case, Only such provisions will be considered invalid and will not affect any other provisions of this Charter, And the rest of the provisions of this Charter will remain valid in full force and action and will not be affected, infringed or violated in this way.
(E) Building . Any rule of construction, according to which ambiguities should be resolved against the compiler should not be applied in the construction or interpretation of this Charter. This Charter is a complete agreement between the members of the Tao in relation to the subject of this Charter and replaces all previous agreements and agreements, Both written and oral, between the members of the Tao in relation to the subject of this Charter.
(F) Disputes ; Mandatory arbitration. Any trial, lawsuit or other dispute or disagreement arising from or in connection with this Charter, its execution or violation should be finally permitted by mandatory arbitration in accordance with arbitration procedures; Provided, however, that any member of the Tao can seek a judicial ban to help arbitration in order to prevent irreparable damage or maintain status quo. Each member of the Tao certainly refuses the right to a jury in any lawsuit, proceedings or a counterclaim based on an agreement, delict or other, arising from or in connection with this Charter, assigned to a smart contract, Tao’s issues or actions of the Tao members in the course Negotiations, management, execution and ensuring the execution of this Charter.
(G) Regulatory legislation . All rights and obligations under this Charter are regulated by the law _____________ / Indicate Jurisdiction /, without taking into account conflict standards.
P.S. What else to read?
- Documents for Tao:
- List: WP/LP; Tech. DOCS/GIT; Manifesto;
- Contracts between participants (P2P/OTC);
- Legal (legal) status – a lot of useful things;
- Parsing: https: // github.COM/Lexpunk-Army/Lexpunk_dao_defense_Protocol
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(Lexpunk DAO collect Multisig and Tao practices for (a) to identify the most common risks for the participants of the Tao, (b) descriptions of legal formats that are most suitable for different goals of the Tao, and (c) formulations of the most suitable recommendations for the defense of the participants of Tao)
And do not forget about the main thing:
- Tao must be controlled transparently and openly;
- Total capital (treasury/fund/etc.) should be even more open and transparent for the participants of the Tao;
- Always use multisig: from the very beginning.
Notes Menaskop
First. Nevertheless, I insist that Tao, formed in crypto-offshore, is better than others, so it is better not to refer to jurisdiction, but to generally recognized principles and norms of international law.
Second. There is nothing unified in the world Web 3.0, which changes beyond recognition every 2 years, so be on the check and