Section 1 – GST DAO Operating Company (GST DAO Ltd, UK company, registered no. 15453101)
The GST DAO Operating Company is a capped-profit company, appointed in relation to the management of the DAO Assets. The GST DAO Operating Company shall, in discharging its obligations, and to the extent permitted by applicable law and regulatory requirements, act in accordance with the GST DAO Constitution.
Section 2 – Responsibilities
The primary responsibility to manage the financing of all DAO operations lies with the GST DAO Operating Company, this includes but is not limited to expanding token utility and driving DAO revenue. The Foundation Council Members are obliged to make such arrangements and undertake such acts as are reasonably required to ensure that the Operating Company can undertake this responsibility on behalf of the DAO Foundation.
A secondary responsibility of the Operating Company is the oversight of the Foundation Council Members and operations and governance of all GST DAO Group Entities.
Section 3 – The GST DAO Operating Company Subsidiaries
The GST DAO Operating Company is permitted to incorporate, create or establish additional entities, trust or partnerships 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.
Section 4 – Contractual Arrangement with GST DAO
Prior to the conditions of the Constitution Lock being met, any amendments to the original contract between the GST DAO Operating Company and the DAO Foundation shall be made by the Foundation Council Members and the Operating Company CEO. Any such amendment shall be notified to the GST Holders.
Any material amendment to the original contract between the GST DAO Operating Company and the GST DAO Foundation is subject to the Veto Protocol of the GST Holders once the conditions of the Constitution Lock have been met. DAO members shall be given 90 days to enact the Veto Protocol regarding any material changes and should more than 33.3% of DAO members veto the material change, the GST DAO Operating Company and the GST DAO Foundation shall not enact the amendment. However, if the Foundation Council Members and the Operating Company agree, acting reasonably and in good faith, that such material amendment is required in order to comply with any legal or regulatory requirements, the amendment shall not be subject to the Veto Protocol, and the amendment shall be made to the Operating Company’s contract. The Operating Company shall provide 30 days notice of the amendment to the GST Holders and a reasonable level explaining why the amendment was required.
Section 6 – Operating Company Shares
A minimum of 10% of the Operating Company shares must be in a pool allocated for the benefit of GST Holders, the distribution of which shall be determined by the Operating Company acting reasonably and in good faith, and subject to compliance with any law or regulation.
The shares of this Operating Company shall be tokenised and distributed once the conditions of the Constitution Lock are met (Token Generation Event), providing this can be executed in accordance with any relevant legal and regulatory rules and requirements.
It will be possible to issue and sell additional share tokens following the token generation event. Such a proposal must follow the procedures set out in the foundational documents and regulatory restrictions of the jurisdiction where that of the relevant Operating Company is registered. Once these requirements are satisfied, share tokens will be minted and sold on the open market, or distributed to the relevant shareholders. The income from the sales of said share tokens can be attributed to the Operating Company to invest in activities that further the Special Purpose of GST DAO.
Specific rights in relation to any tokenised shares shall be determined by the Operating Company.
Section 7 – Operating Company Removal
Once the conditions of the Constitution Lock are met GST Holders have the authority to remove GST DAO Operating Company after a Removal Event using the following process.
The removal of the GST DAO Operating Company requires the Positive Majority Protocol to be implemented. To initiate the removal process both a simple majority of more than 50% of all GST Holders; and a super qualified majority of more than 75% of those GST Holders who voted must be met. Once the vote has been passed there will be a “cooling off period” of 180 days when the GST Holders can change their votes. If, at any time, during this period the voting requirements are no longer satisfied, then the original vote to remove the Operating Company shall be void.
During the 180-day “cooling off period” the Foundation Council Members can challenge the vote. The Operating Company can also challenge the vote to replace them from this role. If either the Foundation Council Members challenge the vote or the GST Operating Company challenges the vote, the Removal Event shall be confirmed by a court of last appeal.
The Foundation Council Members and GST Holders are responsible for selecting the sole new Operating Company. There are three phases to this process:
(i) In order to propose a new Operating Company (x) 1% of all GST Holders need to propose an organisation, or (y) any delegate of the Foundation Council or Foundation Council Member may propose an organisation. The Foundation Council Members shall review the proposed organisations and agree by simple majority which organisations are potentially a suitable replacement to the GST DAO Operating Company. The Foundation Council Members shall then undertake internal and third party external due diligence on those organisations which have been deemed as suitable organisations. The Foundation Council Members shall seek to propose a minimum of 3 and maximum of 20 management organisations to the GST Holders.
(ii) Prior to GST Holders voting, the final list of proposed management organisations must enter into a contractual agreement with the GST DAO Foundation binding them to the rules of this Constitution and to serve its special purpose.
(iii) The voting process for the replacement GST DAO Operating Company shall follow the Positive Majority Protocol, requiring more than 50% of the GST Holders who voted in said elections to select a specific organisation. There shall then be a minimum of one round and a maximum of three rounds of voting. The electoral process ends upon one organisation reaching the 50% threshold whether in the first, second or third round of voting. For example, all Foundation Council Member vetted organisations may be considered in round one, the six organisations with the most votes shall progress to round two. In round two, the two organisations with the most votes shall progress to round three. After round three the organisation with the most votes shall be named the new management organisation. In the event of a tie, the Foundation Council Members shall make the final selection by a simple majority vote.
Section 8 – Other Revenue Sources
The Operating Company shall be entitled to generate revenue in any way it considers fit subject to the generation of that revenue not being, in the reasonable opinion of the Operating Company CEO acting in good faith, detrimental to or in contradiction to the Special Purpose.