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---
**Status: DRAFTING**
Polished Copy at https://hackmd.io/PIH8UL0oQOeB10xyLvhpmw?both
# Charter Team
## Team Mission
Propose a new [Operating Agreement](https://hackmd.io/8kB9cHYXQIyOZj-VFcIR6g) until a one passes.
**Notes: 6/15/2021**
* Work backward from the "Endgame"
* Give guidance on type of investment? Add as Amendment
* Intent is to become an open DAO.
* We're in the pre-public phase of the DAO.
* Create a path to scaling to public.
* Keep it simple. Don't solve all problems now. Allow proposals to fill in the gaps.
* @benhuh: Amendments are Proposals that will pass with the Charter at the same time.
* Allow teams flexibility in how they operate.
* Explain Charter sections by using examples.
* Incentives over directives.
* Use tokenization to speed up development and growth
* * Resource allocation is handled through team proposals (timebound by quarter? Epoch?)
* Budgeting periods
## Members
@nicwn (Co-ordinator)
@benhuh
@helenturvey
@TaraTiger
@Hadjar (pending confirmation via Discord)
## To Do
6/15/2021
- [x] @benhuh to organize this page
- [ ] @benhuh to add more emojis
- [ ] @benhuh to add Seasons/Epochs
- [ ] @nick on processes to create, todo, vs. to be discussed
- [x] @tara on KPIs
- [x] @HT to do first draft of preamble. - https://docs.google.com/document/d/1AlNkNE-wC1-Rr1h0PBByKTqMPHnf1N5_SwlXUSj4ZTI/edit?usp=sharing
- [x] @HT to do code of conduct - https://docs.google.com/document/d/1jsH5YjkvkZW2LSoakjivk4wzPupAW7R0WsWjrR8laT0/edit?usp=sharing
- [x] @HT to do code of ethics - https://docs.google.com/document/d/138h5mIDdfJGBYubQjuBqcY7QdKqid_yY4rj0qeszqts/edit#
- [ ] @team Check in on Discord 6/16 🎁
### Up for discussion
- [ ] [Corporate Charter](https://www.investopedia.com/terms/c/corporatecharter.asp)
- [ ] [Templates](https://www.nhnonprofits.org/resource-center/sample-documents-and-templates)
- [ ] @benhuh: Instead of a corp charter theme, I propose that we call the Charter Vision and Sections the "Bootloader" based on a software theme. The Amendments are not a part of the Bootloader, and therefore, and are easier to change.
# THE CHARTER
## Section 0: Common Interest / AKA End Game
Preamble: https://docs.google.com/document/d/1AlNkNE-wC1-Rr1h0PBByKTqMPHnf1N5_SwlXUSj4ZTI/edit?usp=sharing
> CrisisDAO was formed to learn what it takes to have new types of organisational decision making and to understand how a disparate group of people can come together to organise and map out what incentives look like. Our thesis is that by building frictionless, open, democratic, cross-border agreement, at scale and speed, we will create more sustainable and equitable participation and control as well as be more financially profitable.
>
> If we are successful, we will prove our protocols and systems work by having outsized financial returns, by increasing participation of our members and by others replicating our documented learnings.
* The DAO generates high financial returns
* KPI: Value as measured in ETH
* A succesful DAO is measured by it's value
* Beause of the following reasons:
* The DAO has growing participation
* KPI: engagement rate of members
* The DAO tokens are liquid and therefore the DAO is open to the public to join
* Liquidity is defined as tokens available for the public on exchanges
* The DAO is built from models and processes backed by tools and software for others to use (code as law)
## Section 1: Defining Success
### What is a succesful DAO?
At this stage, a successful DAO is one that makes progress toward the future as described in the preamble. This primarily means 4 things:
1. Member are participating.
2. Proposals are created, things are tried.
3. Lessons are learned, laws (code) are written or amended.
4. The process from 2 to 3 is documented so to increase participation of members.
---
- Why does it exist?
- Purpose: Become a model for all future DAO's?
- Outsized Return, Learning (?)
- How does it tie together?
- What makes a DAO different than other organizations?
## Section 2: Participation
~~- Who participates in a successful DAO?
- The thesis of this DAO is that our hive-mind is far superior to just one ape brain
- @benhuh suggestion: Defining participation as the "Health of a DAO." The DAO is the community, not its assets.~~
### Privileges and Obligations
Like a Co-op, members have the priviledge to enjoy rewards, and in return they have shared responsibilities toward a common goal. If our goal is to evolve into a DAO that has high member participation rate, then we as members :
1. Participate in the discussion, creation, voting and documentation of proposals.
2. Make friction / tension / inefficencies known to all DAO members, so changes / improvements / learning can take place.
*e.g. Discord being too verbose, creation of new proposals missed by members - Announcement Channel created to solve this problem.*
3. Monitor and record progress, for the creation of metrics to measure DAO health.
---
~~- Measuring DAO Health
- What is too little participation?
- Diversity on Membership and Teams~~
### Measuring DAO Health
Since the thesis of CrisisDAO is that our hive-mind is superior to just one ape brain, the measurement of our DAO's health should be members participation rate. In this context, we as members of a DAO in its early life have these questions to answer:
- What is too little participation?
- What is a good number of proposals? (Deal flows Vs. Deals executed.)
- What is good diversity of members and teams?
- What is good voting percentage?
- What is good ROI percentage?
- Clear documentation for learning
---
~~- Explicity state that the DAO is open to all
- But Amend to temporarily restrict memership until processes/software allows for safe scaling of DAO.~~
### CrisisDAO is an Open DAO
CrisisDAO is open to all. However, we are temporarily restricting memership until processes/software allows for safe scaling of DAO.
---
## Section 3: Governance
~~- @benhuh suggestion: Crisis DAO is a democratically governed organization based around common interests managed through open and secure software.
- Create models, processes, and rules that will be turned into software code as law.
- How does a successful DAO operate?~~
DAOs are democratically governed organizations. The Crisis DAO will be one that is based around common interests managed through open and secure software. Therefore, as we experiment with its day to day operations, we should always be aware of:
1. Is our operation in accordance with the long term vision of Crisis DAO?
2. When making a decision, think about how the solution can be made into models and rules in software.
The goal is to create processes and logic that will help in the DAO's governance.
Below are some of the processes and rules that are being tried / used currently.
### Part 0: Proposals
- All Proposals will comform to the Default time periods and quorum unless classified as a different class of Proposals.
- 2 days to vote
- 3 days to cooldown AKA "ragequit"
- Quroum threshhold
- Default: 20% of governance tokens in circulation
- What requires higher treshold?
- Repeats
- How many times can you put a same/similar proposal forward?
- Ops team decidedes when a proposal is substantively duplicative.
- Requirements:
- Responsible parties identified
- Risks identified
### Part 1: Delegation
Allows pooling of governance token power
### Part 2: Team Interpretation
- Teams interpret Charter
- Biggest problem is responsibilities falling through the cracks
### Part 3: Resolving Conflicts
- Types of Conflicts
- Of Interest: when to recuse/abstain?
- Of Authority: between teams
- Of Personality: between members
- Of Proposals: Operations as interpreters
### Part 4: Openness
- Default Open, Defend Anonymity
- Exceptions
- DAO security
- Personal security (Doxxing?)
- Avoid front-running
- Regular Reports
- By Epoch
- DAO Participation (Health Report)
- Diversity?
- Funds and allocations
### Part 5: Security
How do we protect ourselves from the Dark Forest that is the blockchain?
- Of Assets
- Of Data
## Section 4: Member Responsibilities
- Agreement to this Charter and Amendments
- Official notification methods
- Designate official methods for members to monitor
- It's not the DAO's responsibility to track you down
- Code of Conduct: see: https://docs.google.com/document/d/1jsH5YjkvkZW2LSoakjivk4wzPupAW7R0WsWjrR8laT0/edit?usp=sharing
- Discord
- DAO
- Public Channels like Twitter
- Taxes are a Member's own responsibility
- Nothing constitutes legal advice
## Section 5: Contributions
How do we share what we learn with the rest of the DAO world?
## Section 6: Amendments
Charter will be amended by proposals
- What's the quorum for amending the charter?
## Section 9: First Charter
This Charter replaces the previous Operating Agreement.
# Amendments
Amendments are Proposals that pass with the Charter
All previous (pre-charter) proposals are in effect. Will be resolved by Operations
1. Time Periods
1. Epoch 1: Now until 12/31/2021
1. The first epoch of this DAO is until the end of 2021. If by the end of 2021, we have lost money, we can sell and tax harvest our losses. If we have gains, we can propose taking the gains on 1/1 or continuing the DAO. We will put up the continuation of the DAO as a proposal at EOY.
3. Continuance of DAO and Charter
1. Epoch 2 voting period: 12/1-12/3
2. Continue Y/N?
4. 2. Pre-Public DAO
4. Members can max buy to 3 million $CRISIS
5. Min 500,000 $CRISIS
5. Valuation: Price / token for N-day period set by Ops team.
2. Managing Departures
- Member Exit
- Member's decision: Neutral to amicable Departure
- Ragequit
- Member's decision: Non-Amicable Departure
- Banning
- DAO's decision: Non-Amicable Forced Departure
3. Token Upgrade Process
- Supermajority approval
- Majority quorum
4. Compatibility: Networks and Markets of Operation
- Ethereum: Yes (NFTs, Tokens)
- Ethereum-Polygon: Yes (NFTs, Tokens)
- BSC: No
- Bitcoin: No
- Other Unlisted: No
5. The DAO will maintain a beginners manual
1. Common skills required: FAQ leveraging existing materials
2. joined the DAO - now what?
6. The DAO will maintain clear, current, and robust templating
1. For the following activities:
2. Asset buying
3. Disposing an asset
4. New Members
5. Changes to Charter
3. Entry, Risks, Exit, Directly Responsible Wallets
7. Mapping to Real World
1. Need a notices@crisisdao.com that routes to ops team, for legal questions
2. DAO taxes and legal expenses from normal course of DAO operations are paid from the treasury.
8. Quick-Buy Operations
1. 10% of the initial assets (4.76944 ETH) will require a max of 2 members in order to acquire time-sensitive transactions.
2. These transactions are not subject to the full voting period or grade period. They can be performed as soon as 2 or more members vote yes.
3. Clarification: They will require SOME period of time for the DAO to vote.
9. Code of Ethics
- Prerequisite for making Crisis DAO public
---
# NOTES
Not a part of the Charter
## Operating Agreement
- [ ] **Make sure all items from here are in the Charter or Amendments. Cross out when ported.**
These rules constitute the operating agreement of CrisisDAO and may be amended by the DAO proposal process.
~~1. The thesis of this DAO is that our hive-mind is far superior to just one ape brain. Therefore, the DAO will focus on generating outsized returns.~~
~~2. The minimum contributions is 0.5 ETH. Maximum is 3 ETH. Tokens will be issued pro-rata to the funding.~~
~~1. The DAO is on Polygon L2.~~
~~2. The DAO will distribute $CRISIS tokens based on member's funding commitments. The contract address of $CRISIS tokens on Ethereum Mainnet is 0x992f9bb313368ac11977b62490a83eeee54d9e1f.~~
~~3. The funds for the contributions will be kept in the primary Gnosis Safe.~~
~~4. If the funding commitments are not met within 7 days of the token distribution, we will vote to remove the member. (6/7/2021 deadline)~~
~~3. The first epoch of this DAO is until the end of 2021. If by the end of 2021, we have lost money, we can sell and tax harvest our losses. If we have gains, we can propose taking the gains on 1/1 or continuing the DAO. We will put up the continuation of the DAO as a proposal at EOY.~~
4. The "Treasury bonds" equivalent of DAO currency is to yield farm using the "Same token leverage" method via InstaDapp previously posted in #cryptofuture. In this case, it would be ETH to ETH.
~~5. The DAO will keep its treasury in 2 or more Gnosis Safes.~~
~~1. The primary treasury at safe.crisisdao.eth (0x2f61cD8f256eF199cE0cd3094Bdce77F1B7e91f5) will be bound to the DAO voting and rage-quit process of 3 days to vote and 2 day grace period to ragequit. The Primary Treasury will hold 90% of the initial assets. There will be a minimum of 2 signatures required to act on this treasury, but the actions will be bound by the DAO vote process.~~
~~2. The secondary treasury will hold 10% of the initial assets (4.76944 ETH) and only require max of 2 multisigs to perform time-sensitive transactions. These transactions are not subject to the full voting period or grade period. They can be performed as soon as 2 or more members vote yes.~~
~~6. The first Lambo purchased by all members of this DAO must be this model or flashier: https://en.wikipedia.org/wiki/Lamborghini_Si%C3%A1n_FKP_37. You may purchase any other make of cars without violating this provision. Failure to abide by this will result in severe shaming.~~
~~7. Good luck with your own taxes. We don't know what the tax treatment will be since the IRS is highly likely to change their treatment of crypto assets and a DAO is bleeding edge shit. Nothing any DAO members say or do constitutes tax advice, even if the advice starts with "Well, actually..."~~
~~By funding the DAO, you are agreeing to be bound by this cryptographic oath.~~
## Notes from Discord
> are we limiting the number of people on each committee? Or have a target **diversity goal** for each committee (geo, women, BIPOC, experience, etc.)?
There is nothing in there about makeup of the team. Should that be codified, or something we are just mindful of?
> The charter is going to need to be explicitly clear about behavioural issues and how they are handled because I disagree with discussing people in private by committee.
>And what is discussed in private. Open by default to avoid exclusionary backchannel discussions
> I think there's also a grey area here on community size. When it was just a handful of us everyone knew each other, if we think into the future of massive DAO land there's a potential very few of us will know anyone, but right now some of us know some of us and not others so it feels like a job or a company or something where issues need to be resolved certain ways and one at a time and what we should probably be thinking is more about the A part of DAO with a proposed policy that we vote on and implement and just default to that going forward. So we should think of policy or whatever in general terms that can be applied widely rather than build structures that will require lots of individual attention.
> Also - I think we need to clarify / differentiate between the Discord Community and the DAO somehow. I think the token holders as access is a good step for "not all discord members are DAO members" but is there a potential for the other way around? Not all DAO members are Discord members? Or is being part of the community a prerequisite to being a member of the DAO.
> my vote would be a system where we lock all of the unissued tokens, and can pull additional tokens from that contract on a majority vote which dilutes everyone -- and other than that, we have to explicitly sell shares to people to join
ideally we'd have a token setup where we can mint based on some contract setting, but locking them up achieves the effect too
> Wow the :popcorn: above was great, thanks ya'll. Also I agree, as long as we're explicit about "wow this is very sketch/scammy but we're going to do a quick swoop to try and profit from it", I'm okay with it.
> i think there are definitely some clear attributes we can attach to a project that should go in any proposal. for me, a verified contract is important (this means we can read the code that governs the tokens - not verifying is a :triangular_flag_on_post: for me). I shared this elsewhere, but i also really like the writeups nameless did for sothebys
> I am a firm believer that the community’s activity and inclusion is required for long term financial and social success of this DAO. I’d like for us to find a way to get more and more people included and excited about what we do. If what we are proposing are changes towards that, I am for it. If what we are doing is narrowing the process to fewer hands, the hurdle to pass that is super high for me.
And for me, making a better DAO process is the best part. So I appreciate all the effort you all are putting in here to think hard about this.
> Agreed - and this is why the other day I said it would be helpful to narrow and clarify what kind of things we as a DAO are open to and interested in, because it can't be "anything" if the process we have adopted actually excludes some things. So it's fine if we come to a conclusion that there are simply some projects that are the wrong fit because of X, Y or Z - and this will help us better focus on on the sweet spot (whatever that ends up being). But I don't want to embark on a situation where there's a lot of unknown and people are forever doing lots of leg work for things that end up not being a good fit. I'd rather get more surgical, so that clarification of the charter will be helpful.
### 2021-06-17 Notes from 2nd meeting
Tara Tiger Brown10:14 PM
KPIs
Financials
Investment portfolio performance
Number of investments per period
Members
Number of voters per period
New members added per period
Number of rage quit members per period
Proposals
Number of proposals per period
Number of proposals by unique member per period
Number of proposals passed per period
Tara Tiger Brown10:19 PM
Objective: Incentivize DAO members to publish proposals
Key Result 1: Diverse proposal topics that appeal to a range of DAO member interests
Key Result 2: Investment pipeline flow
Initiative: Earn tokens for making a proposal, and more tokens for getting a proposal accepted
(a good proposal template will ensure a bare minimum quality bar)
(if we get lots of proposals we can propose to stop incentivizing)
KPI: Number of proposal published per season
You10:29 PM
Pay to submit a proposal (You're taking the bet) - Incentivize by getting paid back.
You10:43 PM
Prerequisite for making Crisis DAO public - Have a Code of Ethics
---
**Crisis DAO** : [Docs](https://docs.crisis.network) | [Twitter](https://twitter.com/crisisdao) | [Snapshot](https://snapshot.org/#/crisisdao.eth) | Discord (Invite-only) |