iconOpenmesh Agreements
#8: Declaration of Purpose and Interim Governance Bylaws v1.1
7 Jun 2024 13:17h

(((Statements formatted as this statement is formatted are solely advisory, for the convenience of the reader, and do not constitute and are not to be construed as included in the text of this agreement. They are solely for the purpose of enhancing understanding. Where these statements and the text of the agreement, as interpreted solely by the DAO as described within the agreement conflict, the text of the agreement shall prevail.)))

Purpose of the Verified Contributor DAO Openmesh is a decentralized entity composed of many individuals with many different responsibilities and mutual commitments to each other and non-members - however, they are united by the desire and vision to build, promote, maintain, and further the next generation of decentralized, open infrastructure technologies. They believe that such technologies are vital to preserving democracy and ensuring a free flow of information.

Those individuals who accept membership in this DAO agree to be bound by this DAO as governed by this smart contract and its recorded proposals and actions, by their own volition and - by self-attestation - without coercion, in the definition of these values, and the means and methodology of execution by which, the foregoing values. Furthermore, they agree not to act in excess of their granted authority to act in the name of the DAO as individuals as might be determined by a reasonable DAO member and also agree that the sole determination of reasonability is to be decided by the DAO.

(((Openmesh is a DAO. The DAO is composed of different people who are different people. DAO members agree that they join the DAO for the purpose of actively contributing to the execution of the vision of Openmesh. The vision of Openmesh is described. These members agree to, while acting in the furtherance of this vision, abide by and act in accordance with the free and fair outcomes and impacts of DAO proposals/actions while they are acting in the name of the DAO as individuals. For instance, if an adopted proposal prohibits the usage of the Optimistic Action DAO mechanism for certain types of proposals the members agree not to propose such Optimistic Actions or they could face DAO sanction. They also agree to not do things in the name of the DAO that a reasonable member of the DAO would not do - for example, if granted the authority to mint an NFT on behalf of the DAO via a multisig wallet, purposefully and with forethought mint more NFTs than the quantity of NFTs the DAO has authorized to be minted.)))

Smart Contract Governance The DAO is composed of holders of the Openmesh Verified Contributor (OVC) ERC721 token on the Polygon blockchain (chain id: 137, created with genesis file: https://raw.githubusercontent.com/maticnetwork/launch/2b89c7369eb5ce46ab017dc0995c2d98f5572e83/mainnet-v1/sentry/sentry/bor/genesis.json - md5:045aa3e8fc676feb564607c4900f0631 and sha256:4bacbfbe72f0d966412bb2c19b093f34c0a1bd4bb8506629eba1c9ca8c69c778), deployed in transaction 0x67ce8598e4a7e02101c14be8d13b88e4d216f385fba7814ac40057a340238a95. This token is governed by a smart contract deployed at address 0x5D69236b32dac44371d8CEA1f6bdC06427756Ac9. Once minted the OVC token may not be transferred.

DAO Composition and Membership Membership in this DAO is extended to an identity identified by a wallet address on the blockchain via the minting of an OVC NFT into the wallet controlled by the key identified by that address. However, this alone does not make that identity a member of the DAO. The membership is effective and the bylaws are considered binding on the member, once offered to the identity by the foregoing procedure, as executed in accordance with the DAO's bylaws, when the NFT's delegation transaction is executed on-chain, according to the governing logic of the smart contract. Until such time as membership is accepted, the NFT may be burned by the DAO - i.e. the offer revoked, at any time by DAO action, in accordance with its bylaws.

(((Membership is offered by the DAO to an identity, it is not immediately granted without that identity's consent and signature. That signature is signified by their delegation of the NFT. Offered memberships may be rescinded, for any reason, by the DAO if not taken before they are rescinded.)))

Members are free to - at any time of their own volition and without explanation - in whole, revoke their membership in the DAO by burning their OVC token. In doing so, they voluntarily relinquish any and all benefits of membership, and other obligations other members may have towards them in regards the same, which they would have gained in the future while bound under this agreement in relation to the matters described herein. For the avoidance of doubt, this is understood to exclude pecuniary agreements executed, and in effect, prior to self-revocation of the membership.

(((Members may leave the DAO at any time - for any reason - and without any need of approval. However, if they do so, they no longer have the privileges and entitlements granted to DAO members. This does not extend to agreements to provide valuable consideration to the member or by the member to provide compensation (of any kind) in return for consideration. For example, you will not have to return any sOPEN tokens or sOPEN token entitlements paid to you by the DAO if your membership is revoked. However, if you commit to compensating someone while you are a member of the DAO you are still expected to provide compensation under the terms of the DAO which were active.)))

Upon the passing of a proposal which modifies the bylaws, a member may revoke their membership, using the foregoing procedure, without becoming bound by the terms of those adopted bylaws if they do so within twenty-four (24) hours of the time in which the transaction adopting those bylaws is recorded on-chain. However, the DAO may act in accordance with those updated bylaws immediately following the adoption of the proposal. The self-revocation of membership by a member does not invalidate any previously adopted proposal. The foregoing does not apply in the case of a unanimous vote to accept a proposal.

(((Members may revoke their membership in the DAO in protest of a change to the bylaws. Further, they are not bound by the terms of those new bylaws, if they leave within a reasonable amount of time after the proposal is accepted. This doesn't invalidate those bylaws or the effect or outcome of any vote. If the proposal is unanimously decided, this period does not apply because no one should protest a decision nobody disagrees with - so we have no need to wait before the terms become active.)))

All votes by DAO members are indelible. All members are solely responsible for verifying the correctness of their votes and their understanding of any and all proposals on which they cast a vote. All members are solely responsible for taking action to veto optimistic actions, made in accordance with all applicable bylaws, to which they do not wish to be accepted. All members are solely responsible for maintaining awareness of any and all actions, proposals, and other activity and acting in accordance with their will in regards those matters, within the time allotted for them.

(((You cannot change your votes once cast. You understand everything you vote on. You agree to every optimistic action you do not veto, unless such an optimistic action is determined to violate the bylaws. Pay attention to proposals, you are not required to be notified off-chain about them.)))

DAO Actions: Proposals and Optimistic Actions Voting and Decision Making Eligibility Only members of the DAO, as defined elsewhere herein, are eligible to participate in any binding way on other members of the DAO in the DAO decision making process.

Matters Membership Matters Membership matters relate to the creation of (minting), and forcible removal of (burning) Verified Contributor NFTs by the DAO.

Treasury Management Matters Treasury Management matters refer to any proposal which would create, maintain, destroy, and use or otherwise exploit valuable resources on behalf of the DAO.

Bylaw Supercedance Matters Bylaw Supercedance Matters refer to any proposal or action which would replace or amend or otherwise impact the interpretation or context of these bylaws, in whole or in part.

Conflict Resolution Matters Conflict Resolution Matters refer to any proposal or action which seeks redress of a grievance. This includes proposals of Abeyance.

Non-binding Matters Non-binding Matters refer to any proposal or action which simply seeks to record, on-chain, any information, without limitation, required to be recorded or otherwise disseminated, with respect to requirements set forth by any other accepted proposal.

Classification of Matters Membership Matters Classification is to be done by the proposer with the knowledge that if the classification is unreasonable, then the proposal is subject to resolution by abeyance.

Treasury Management Matters Classification is to be done by the proposer with the knowledge that if the classification is unreasonable, then the proposal is subject to resolution by abeyance.

Bylaw Supercedance Matters Should the proposal seek to replace or amend or otherwise impact the interpretation or context of these bylaws, in whole or in part, then the matter is a Bylaw Supercedance Matter, regardless of its classifiability under any other section as any other matter.

Conflict Resolution Matters Classification is to be performed in accordance with the content restrictions set forth in Conflict Resolution Through Abeyance and Confirmation.

Non-Binding Matters If a matter results no action taken on the DAO smart contract and does not destroy, create, or otherwise modify the terms or conditions of any obligation between or on members, if accepted, except as a result of provisions accepted as a component of a previously accepted matter that is not a non-binding matter - then the proposal, unless otherwise classifiable under the terms of this declaration, is a non-binding matter.

However, in the case that a previously accepted proposal demands the proposal of a non-binding matter proposal for the purposes of executing the obligations or triggering the actions defined within said proposal, then the classification is permitted to be used for the proposal, in accordance with the terms and conditions laid out in that accepted proposal. Such a condition does not constitute a Bylaw Supercedance Matter in this regard, except where the effect of the acceptance of such a non-binding proposal would have an effect which would otherwise require the proposal of a Bylaw Supercedance classified proposal to have been made.

Voting Requirements in Summary of Matters So Classified Membership Matters 75% vote participation rate each with positive response ‘individual proposal acceptances' are required for a proposal to be accepted.

Treasury Management Matters 75% vote participation rate each with positive response ‘individual proposal acceptances' are required for a proposal to be accepted.

Bylaw Supersedence Matters 75% vote participation rate each with positive response ‘individual proposal acceptances' are required for a proposal to be accepted.

Conflict Resolution Matters 75% vote participation rate each with positive response ‘individual proposal acceptances' are required for a proposal to be accepted.

Non-Binding Matters 60% vote participation rate & 50% of received responses must be positive responses ‘individual proposal acceptances' for a proposal to pass

Voting Requirements in Summary of Matters Otherwise Unclassified If a matter is otherwise unclassified according to the foregoing, a proposal must be made and accepted to amend the bylaws to classify the proposal to the satisfaction of bylaw supersedence proposal classification. Proposals which cannot be classified cannot be made, unless otherwise specifically permitted elsewhere herein. Such proposals must indicate under which terms they are permitted to be made.

Unlawful Matters Matters which prima facie violate the provisions of existing bylaws or matters whose proposals may substantially cause the rejection of those, or any other, proposals to be essentially equivalent in action to the passing of a suitably constructed proposal - or set of proposals - related to the matter, which would cause the same effect by its acceptance - are known as unlawful matters. Members are bound to reject accepting or acting on such matters they reasonably believe to be unlawful. Members are also bound to submit a proposal of abeyance in respect to such matters they reasonably believe to be unlawful, either individually or collectively.

Treasury Management The ability of the DAO to create, maintain, destroy, and use or otherwise exploit valuable resources, is to be granted by accepted proposal. Otherwise, the DAO or its members, acting on behalf of the DAO, may not engage in actions which would adversely impact the ability of the DAO to create, maintain, destroy, or use or otherwise exploit those valuable resources over which it has been granted these powers by a proposal incorporating these new powers into these bylaws.

Nominatively Identified Assets sOPEN (Synthetic OPEN) Purpose and Application To avoid direct speculation on Openmesh (OPEN) token prior to the launch of the Openmesh network with Early Validator Passes, Synthetic Openmesh (sOPEN) has been created and can be obtained through contributions to the Openmesh ecosystem.

Minting Synthetic Openmesh (sOPEN) minting is controlled by a Safe multisignature account consisting of important contributors to the Openmesh ecosystem. Synthetic Openmesh (sOPEN) minting rights will be renounced after the Openmesh (OPEN) deployment, preventing any Synthetic Openmesh (sOPEN) minting after this date. Synthetic Openmesh (sOPEN) mint proposals will first be voted on by the Verified Contributor DAO before being actioned by the multisignature account.

Disbursement From time to time, the DAO may vote on proposals to mint and disburse sOPEN Tokens in accordance with the foregoing. Such proposals will set the terms and conditions of this disbursement and any applicable means of review and oversight.

Burning and/or Conversion Synthetic Openmesh (sOPEN) is a token that can be exchanged 1:1 for Openmesh (OPEN). This exchange from Synthetic Openmesh (sOPEN) to Openmesh (OPEN) can be done at any time after Openmesh (OPEN) deployment but cannot be undone; it is not possible to exchange Openmesh (OPEN) to receive Synthetic Openmesh (sOPEN).

Otherwise Unclassified Assets If an asset is otherwise unclassified according to the bylaws, explicitly, then the DAO is forbidden from creating, maintaining, destroying, and using or otherwise exploiting them.

Reservation of Power Powers not explicitly granted to the DAO by its members, in regards to restricting or compelling member action(s) via its bylaws, are reserved for its individual members to exercise in relation to their execution of their obligation to the DAO in regards to the means and methodology of the furtherance of DAO values defined herein. These powers may not be granted to the DAO by members, in any case, in retrospect nor as regards any single, or effectively single, DAO member. However, for the avoidance of doubt, any action to censure a DAO member by the DAO, in accordance with its bylaws, even if that censure would impact only a single, or effectively only a single, member, is permitted. The censure by the DAO of many members, or effectively many members, in regards the actions of a single, or effectively a single, member is forbidden.

(((Unless the DAO has decided, by the procedures defined in its bylaws, to restrict members from action in relates to their actions in regards the DAO or to obligate them to action(s) in regards the DAO - then the DAO has no input in the matter or power over them. The DAO cannot punish that which was not against the bylaws in the past in the present. The DAO cannot use bylaws to coerce any particular individual.)))

Conflict Resolution Through Abeyance and Confirmation Any member is entitled to submit a proposal requesting an abeyance of any proposal given a provided reasonable objection to the procedural correctness of the target proposal or the concordance of said target proposal with existing bylaw, assuming that another member on the same proposal makes a signed statement that agrees that the proposal of abeyance has merit. A proposal of abeyance submitted without this endorsement is considered prima facie unlawful and may be ignored by the DAO. This proposal must be submitted to the DAO on-chain within twenty-four (24) hours of the time in which the transaction adopting those bylaws is recorded on-chain. From the time that the request proposal is active the target proposal is assumed to be in abeyance. The proposal must contain, and only contain, a statement requesting abeyance and the justification and evidence the party wishes to submit. The action, if accepted, results in the target proposal being declared in abeyance until the DAO may evaluate the correctness of the proposal within a reasonable period of time (no more than forty-eight (48) hours). If the proposal is rejected, then the disputed proposal in abeyance is considered to be in compliance with the current understanding of the procedures and is declared in force with immediate effect. Conflict Resolution Matters may not have any effects reserved for Bylaw Supercedance Matters should they be accepted. Following acceptance or rejection of the proposal the DAO membership is obligated, within a reasonable period (no more than one-hundred-sixty-eight (168) hours), to produce and submit updated or clarified bylaw supersedence proposals while, to the satisfaction of DAO members, explaining the judgment. Should the report be non-unanimous, minority reports and, if requested by any individual member, dissents of individual member(s) so requesting, or a hash precommitment of their report thereof, must be recorded by the DAO on-chain. Abeyance proposals may not themselves be subject to abeyance proposals. In the case that any proposal is accepted unanimously, the foregoing abeyance provisions do not apply and any so accepted proposal is not subject to abeyance.

(((You have a right to request that an accepted resolution be temporarily set aside if you believe that the proposal itself, or the method by which it was proposed or accepted, would be in violation of a governing by-law. The DAO members have an obligation to treat the proposal as being temporarily suspended until the proposal is either accepted or rejected. The DAO members are obligated, should the proposal be accepted, to address the problems within a reasonable time. Regardless of the outcome, the DAO members, are obligated to produce a majority opinion and record minority opinions in regards the object judgment on-chain.)))

Supercedence Any future proposals to amend, modify, or otherwise replace these Bylaws must do so in whole effect and not in part or by reference. For the avoidance of doubt, this declaration places no restriction on the contents or effect of any potential future proposal for Bylaw supersedence - reserving the requirement that such a Bylaw Supersedence proposal must specify a means for its own Supersedence in order to be a lawful proposal - only on the form of supersedence of these Bylaws and nature of the means of acceptance of such supersedence in this and the superseding Bylaw Proposal.