Definitions and Interpretation
1.1 The following definitions and rules of interpretation apply in this agreement.
“DAO” or “GST DAO” means the decentralised autonomous organisation which operates in accordance with this GST DAO Constitution.
“DAO Administrators” means the DAO Foundation, DAO Supervisor, DAO Foundation Council Members, GST DAO Group Entities, GST DAO Management Company and any other persons involved in the management or governance of DAO Assets or any of their respective relatives, employees, directors, officers, members, shareholders and partners and any affiliate of any of the foregoing.
“DAO Assets” mean the DAO Land and the Secondary Assets.
“DAO Direct Revenue” means revenue directly generated from DAO Assets examples include but are not limited to: carbon-credit sales, sponsored conservation, ecotourism, regenerative agriculture or any profit or revenue share agreements in relation to partnerships with custodians of held land.
“DAO Foundation” means the non-profit Cayman Islands Foundation formed under the Cayman Islands Foundation Companies Law, 2017 called [ • ] with registered number [ • ] incorporated for the purpose of being the legal owner of the DAO Assets and arranging the custody and safeguarding of the DAO Assets
“DAO Indirect Financing” is not DAO Direct Revenue and includes but is not limited to: land donations, financial donations, tree-planting partnerships, nature protection partnerships and grants (which may include grants between the DAO Foundation and the GST Management Company, or grants obtained from private donors or governments).
“DAO Land” means freehold or leasehold real estate owned or held by a GST DAO Group Entity, or such other form of real estate holding or ownership that is widely recognised in the jurisdiction in which the real estate is located and may include contractual rights giving GST DAO control over the land similar to those it would have if it directly held or owned the land.
“Foundation Council” means the oversight function of the DAO Foundation.
“Foundation Council Members” means the directors of the GST DAO Foundation.
“Green Standard Token(s”) or “GST” means the digital token based on blockchain technology issued by the Token Issuer in accordance with the minting process set out in section 4 of Article V and bearing name Green Standard Token or GST.
“GST DAO Constitution” means this constitution as amended and updated from time to time.
“GST DAO Group Entities” means in relation to the DAO Foundation, any company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company, and any partnerships, trusts, charities, NGOs, non-profit organisations.
“GST Management Company” or “Commercial Company” means the GST DAO Limited which is contracted with the DAO Foundation to be responsible for the day to day operation of the DAO, its administration and operations and any of its successors or replacements from time to time.
“GST Holders” means the owners and holders of GST.
“GST” means the Green Standard Tokens issued in respect of the GST DAO
“GST Treasury” means the committee as better described in Article V.
“GST Treasury Chair” means the chair of the GST Treasury
“Interested Person” means each of the DAO Foundation, the GST DAO Group Entities, the GST DAO Management Company, and any member of Foundation Council, or any of their respective relatives, employees, directors, officers, members, shareholders and partners and any affiliate of any of the foregoing.
“Land Steward” means any person or organisation that has a Land Steward Agreement with the DAO Foundation and / or the GST Management Company.
“Land Steward Agreement” means [ • ] any contract or other agreement between any person or organisation who is managing DAO Land on behalf of the DAO Foundation.
“Removal Event” means:
(a) with respect (1) to the GST Management Company, (2) Foundation Council Members and (3) the Members of the Treasury Committee any conduct or lack of conduct that constitutes any of the following:
(i) fraud, bad faith or willful misconduct;
(ii) gross negligence or reckless disregard in relation to activities of the GST DAO;
(iii) a material breach of the Special Purpose;
(v) criminal conduct; or
(vi) any order, judgment or decree of any court, arbitral tribunal or regulatory authority which prohibits, prevents or materially impairs the GST DAO Management Company, the Foundation Council Members, the members of the Treasury Committee such from carrying on their duties or performing its obligations with respect to the the GST DAO; and
(b) with respect to the GST DAO Management Company, insolvency, administration, dissolution, liquidation, involuntary reorganization, bankruptcy or suspension of payments (or equivalent under foreign law).
“Secondary Assets” means any assets or cash which may include but are not limited to tangible or intangible assets, other digital assets, cryptocurrencies, securities, or any other financial assets.
“Special Purpose” has the meaning given to it in Article 1(1).
“Supervisor” has the meaning given under the Cayman Islands Foundation Companies Law, 2017.
“Surplus Funds” means [need to set out how surplus funds will be calculated.]
“Token Issuer” means [BVI company].
1.2 Headings throughout this document shall not affect the interpretation of this document.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
1.4 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 [and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1) (b) and (c), as a member of another company even if its shares in that other company are registered in the name of:
(a) another person (or its nominee) by way of security or in connection with the taking of security; or
(b) its nominee.
For the purposes of determining whether a limited liability partnership is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be interpreted so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
1.6 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
1.7 Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.
1.9 Unless expressly provided otherwise in this document, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
1.10 Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision includes all subordinate legislation made from time to time under that legislation or legislative provision.
1.11 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.12 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
1.13 A reference to this document or to any other agreement or document is a reference to this agreement or such other agreement or document, in each case as varied from time to time.
1.14 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.