Section 1 – DAO Foundation
The DAO Foundation shall be a nonprofit organisation.
Section 2 – Supervisor and Foundation Council Members
The Supervisor oversees the Foundation Council Members.
Foundation Council Members form a governing body responsible for managing the GST DAO Foundation’s (and GST DAO Group Entities) affairs and ensuring compliance with the Special Purpose. The Foundation Council shall be responsible for the administration of the GST treasury management, including the issuing funding, financing, and approval of grants, and governance coordination.
Foundation Council Members shall be elected by GST Holders in accordance with this Constitution. There is no fixed number of Foundation Council Members, but there shall never be less than one.
The Foundation Council Members’ responsibilities are separate and distinct to the GST Holders rights. The Foundation Council Members’ responsibilities shall be separated in order to create effective checks and balances, and to further democratise the activities of GST DAO.
Section 3 – Supervisor and Foundation Council Responsibilities
The Supervisor’s primary role is to ensure that the Foundation Council Members and the GST DAO Foundation adhere to the Constitution.
The Foundation Council Members are the primary administrators of the Constitution and also provide oversight over the operations of the DAO Administrators and the use of the DAO Assets. The Foundation Council Members are obliged to notify GST Holders of breaches or potential breaches of this Constitution.
The Foundation Council Members may require the Land Stewards to provide such evidence as the Foundation Council Members require to establish that the Land Stewards are adhering to the Constitution when managing the DAO Land.
The Foundation Council Members shall identify breaches or potential breaches of the Constitution and shall determine, acting reasonably and in good faith, whether a breach is a material breach or, in the case of potential breaches, whether the potential breach would be a material breach of the Constitution if it occurred. If the Foundation Council Members cannot determine whether a breach or potential breach is or would be material, the Foundation Council Members shall put the matter to the GST Holder to determine. The GST Holder shall use the Positive Majority Protocol to decide whether a breach or potential breach is or would be a material breach or a reasonably anticipated material breach. The GST Holders shall have 30 days to vote and the outcome of the vote will be decided by a simple majority of more than 50% of GST Holders who voted.
If a breach or potential breach, save for material breaches or reasonably anticipated material breaches, of the Constitution is identified by the Foundation Council in respect of the DAO Administrators or DAO Assets, the Foundation Council Members may take such action as they consider appropriate in their sole and absolute discretion, acting reasonably and in good faith to remedy the breach or potential breach of the Constitution (which may include but is not limited to administering fines, terminating contractual agreements or imposing any other sanctions) provided that any action is in accordance with any applicable law or regulatory requirements. The Foundation Council Members shall regularly report, and not less than monthly, to the GST Holders of any breaches of potential breaches and the remedy that the Foundation Council Members sought and the rationale for seeking such remedy.
If a material breach or reasonably anticipated material breach of the Constitution is identified by the Foundation Council in respect of the DAO Administrators or DAO Assets, the Foundation Council shall notify the GST holder as soon as reasonably practicable of the material breach or the potential material breach providing reasonable details in the notification along with the Foundation Council Members recommended course of action. The GST Holders will then be able to propose any other course of action and both the Foundation Council Members recommended course of action and the GST Holders proposals will be voted on by the GST Holders. The Foundation Council Members will be obliged to act in accordance with whichever proposal is approved by the GST Holders acting in accordance with the Positive Majority Protocol and receives a simple majority of more than 50% of GST Holders who voted; and a minimum of 5% of DAO members are required to vote. The Foundation Council Members will not have to act if following the proposal would reasonably be likely to result in a breach of the Constitution or any applicable law or regulation or not reasonably expected to remedy the material breach or reasonably anticipated material breach. If no proposal is passed in accordance with this paragraph, the Foundation Council Members will be entitled to proceed with their recommendation to remedy the material breach or reasonably anticipated material breach.
The Foundation Council members are responsible for arranging the custody and safekeeping of DAO Assets and any and all instruments or documentation evidencing the DAO foundation’s ownership of DAO Assets and may appoint a third party custodian to undertake such custody and safekeeping of DAO Assets.
Subject to this Constitution, the Foundation Council Members may delegate any of the powers which are conferred on them under the Constitution to such person or committee; by such means (including by power of attorney), to such an extent in relation to such matters or territories, and on such terms and conditions as they think fit. If the Foundation Council Members so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.
The Foundation Council Members may revoke any delegation in whole or part, or alter its terms and conditions.
Any committees to which the Foundation Council Members delegate any of their powers to must follow procedures which are based as far as they are applicable on those provisions of the Constitution which govern the taking of decisions by the Foundation Council Members. The Foundation Council Members may make rules of procedure for all or any committees, which prevail over rules derived from the Constitution if they are not consistent with them.
Section 4 – Supervisor and Foundation Council Members Elections
GST Holders have the responsibility of electing the Supervisor and the Foundation Council Members. Election protocols shall be officially enacted once the conditions stipulated in the Constitution Lock are met. Until this time it will be the responsibility of the Operating Company CEO to appoint and remove the Supervisor and Foundation Council Members.
Once the conditions of the Constitution Lock are met, the Supervisor and the Foundation Council Members hold their positions in a liquid democracy framework; this should be interpreted to mean that they may be appointed and removed at any time by the GST Holders, subject to the minimum term requirements, following the process outlined below. The appointment or removal of the Supervisor or a Foundation Council Member must follow the Positive Majority Protocol and the Supervisor or a Foundation Council Member can be removed subject to the minimum term set out below.
To initiate the removal process in relation to the Supervisor or a Foundation Council Member either a simple majority of more than 50% of all GST Holders; or a super qualified majority of more than 75% of those GST Holders who voted must be met, providing more than 33.3% of GST Holders voted. In the event existing Foundation Council Members do not complete the full fifteen year-term, additional elections may be held.
The process for the appointment of a Supervisor or Foundation Council Member shall follow the Positive Majority Protocol, requiring more than 50% of the GST Holders who voted in said elections to select a specific person. Prior to voting, GST Holders and DAO Administrators have the responsibility to nominate individuals as candidates for these roles. There shall then be a minimum of one round and a maximum of three rounds of voting. The electoral process ends upon one candidate reaching the 50% threshold whether in the first, second or third round of voting. All nominees shall be considered in round one, the six individuals with the most votes shall progress to round two. In round two, the two candidates with the most votes shall progress to round three. After round three the candidate with the most votes shall hold the relevant role for which they were elected. In the event those final two candidates receive an identical number of votes, the Operating Company CEO shall make the final selection. Should there be an instance where multiple candidates are required for open roles, the same rules above will be applied but multiplied by the number of openings for Council Members.
Any elected Supervisor or Foundation Council Member shall hold their position for a minimum term of 1-year without removal after which they may be removed by GST Holders. There is a maximum term limit of 15-years for any Supervisor or Foundation Council Member.
The Supervisor shall be removed from office as soon as reasonably possible if there is a Removal Event in respect of the Supervisor. Any Foundation Council Member shall be automatically removed from their office if there is a Removal Event in respect of that Foundation Council Member.
Section 5 – GST DAO Group Entities
Until the conditions of the Constitution Lock are met, the Operating Company CEO shall have the right to incorporate, create or establish additional GST DAO Group Entities in pursuit of supporting the Special Purpose of GST DAO and for the purpose of operational and administrative efficiencies which shall include, but is not limited to, complying with applicable law, regulatory requirements and for efficient tax management. Once the conditions in the Constitution Lock are met the Foundation Council Members shall have the right to incorporate, create or establish additional GST DAO Group Entities in pursuit of supporting the Special Purpose of GST DAO and for the purpose of operational and administrative efficiencies which shall include, but is not limited to, complying with applicable law, regulatory requirements and for efficient tax management.
All GST DAO Group Entities shall operate under the governance of GST Holders in adherence to this Constitution and are under the supervision of the Foundation Council Members.