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# System prepended metadata

title: 'MOA draft, simplified jun31015'

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> This is a MOA DRAFT for review only

Here’s a **simplified summary** and **key points** extracted from the *RaidGuild DAO Operating Agreement* draft:

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## 🔑 KEY POINTS TO CONSIDER

### 🏛️ Organization & Structure

* **Entity Type:** For-profit DAO LLC formed under the laws of the **Marshall Islands**, using the **DAO Act (2022)**.
* **Legal Structure:** Combines LLC and DAO characteristics — governed by an operating agreement and smart contracts.
* **DAO Venue:** Operates online (e.g. Discord) and recognizes smart contracts and online platforms (e.g., DAOhaus).

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### 🧠 Purpose & Powers

* **Mission:** Advance Web3 and blockchain development.
* **Legal Capacity:** Has full powers under Marshall Islands law and any other jurisdiction that recognizes DAOs as legal entities.

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### 👥 Membership

* **Becoming a Member:** Requires:

  1. Holding ≥100 RAID tokens
  2. Approval via DAO proposal
  3. Agreeing to the terms via smart contract
* **Legacy Members:** Original tokenholders are automatically recognized. They:

  * Transfer prior IP and DAO assets to the new entity
  * Waive claims to past DAO activities
  * Acknowledge the old DAO is dissolved

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### 🗳️ Voting & Governance

* **One Class of Members:** All vote with weight based on RAID token holdings.
* **Proposals & Decisions:** Material decisions must be voted on **on-chain** via DAOhaus.
* **Appointed Roles:** Current roles (Sync Stewards, Operations, Infra Maestro, Mini-admins) are recognized but changeable via proposals.

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### ⚖️ Rights & Duties

* **Limited Liability:** Members aren't personally liable for DAO obligations.
* **No Fiduciary Duties:** Unless explicitly added by proposal.
* **Obligation of Good Faith:** Members must act in good faith and abide by DAO rules.

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### 📚 Records & Transparency

* **Required Records:** Must keep a member list, formation documents, financials, and proposal history (on-chain records count).
* **No Right to Inspect Public Data:** Members can't demand records that are already public or on-chain.

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### 💰 Contributions & Withdrawal

* **Initial Contributions:** Required but not repayable unless specified.
* **Withdrawal ("Rage Quit"):** Members can leave voluntarily or be removed by proposal.
* **No Exit Payouts:** Leaving doesn't guarantee compensation unless governance rules provide it.

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### 🚫 Restrictions

* **Sanctions Compliance:** Members must not be from sanctioned countries or on restricted lists (e.g., OFAC, UN).
* **Membership Limits:** Must pass eligibility checks and not be a “Restricted Person.”

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### 🧾 Dissolution

* **How it Ends:** Via proposal or certain legal triggers.
* **Asset Distribution:** Proportional based on token holdings.
* **Court-Ordered Dissolution:** Distributions may go to interested parties, not just members.

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### ⚙️ Amendment & Disputes

* **Amendments:** Made via the same on-chain proposal system.
* **Dispute Resolution:** Encourages on-chain transparency first, then allows Marshall Islands courts as a final step.

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### 🛡️ Legal Protection

* **Indemnification:** DAO can vote to protect members from legal claims.
* **Smart Contract Conflicts:** This Agreement overrides any conflicting smart contract terms.

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## 🧾 TL;DR Summary

The *RaidGuild DAO Operating Agreement* establishes a legally compliant, member-managed DAO LLC in the Marshall Islands. It formalizes governance through token-weighted on-chain proposals, outlines member eligibility, ensures limited liability, and affirms transparency via smart contract records. It dissolves the legacy DAO structure while preserving its assets and cultural continuity. Disputes are resolved internally if possible, with Marshall Islands law as the final arbiter.

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Let me know if you want this in a format like a one-pager, slide, or infographic—or want help drafting a plain-English version for general members.
