SDGP#32 - Define the role of StakeDAO Association Category: Governance Proposal

Author: StakeDAO Association

1. Summary

The purpose of this proposal is to confirm the list of services (“Services”) to be provided by the StakeDAO Association based in Zug, c/o Sielva Management SA Gubelstrasse 11 CH - 6300 Zug (“Association”), to Stake DAO (“DAO”). This ensures that the DAO maintains oversight over the services provided by the Association, aligning with the DAO’s interests and governance protocols.

2. Context

The Association has been established in accordance with the laws of Switzerland late last year and shall be a key partner in the Stake DAO ecosystem. In line with its statutory purpose and following the approval of this Proposal, the Association shall provide the Services (as detailed below) to the DAO to assist the DAO in its continued growth and in achieving its goals.

For the provision of the Services, the Association shall receive grants from the DAO. The amount of each grant shall be set out in a grant agreement on an arm’s length basis. Each grant will require specified milestones or other detailed specifications to be listed.

The Association is free to decide upon the way to carry out the execution or fulfilment of the milestone(s) or the specific purpose set out in the respective grant agreement. The Association is free to (i) perform and execute the necessary steps itself or (ii) engage suitable third parties as auxiliary persons.

In addition, in line with its statutory purpose, the Association shall become the sole owner of any intellectual property rights in and to any kind of work products that have been created or will be created relevant to and in the context of the Stake DAO ecosystem (“Rights”). Following the approval of this Proposal, to the extent that (within such Rights), the DAO owns any intellectual property rights (both now and in the future, including such rights in and to work products that have been created under freelancer, service or other agreements and those that will be created in the context of grants as set forth below), the DAO shall assign and transfer all such rights to the Association. In the case the DAO should decide to no longer give grants to the Association and not to consider the Association as a partner in the Stake DAO ecosystem, all Rights (including those rights transferred to the Association by the DAO according to this provision, regardless of who or what entity assigned or transferred such rights to the Association) shall be transferred by the Association to the entity designated by the DAO through a governance decision.

3. Rationale

The DAO is being consulted on the list of services to be rendered by the Association to the DAO. Below is a brief (non-exhaustive) description of potential services to be provided:

Services Descriptions
Assistance in Operation and Maintenance - Ensuring the continuity of the DAO’s operations
- Governance support
Use and Management of Grants - Using the grants received from the DAO in line with the milestones defined in the respective grant agreement;
- Assisting the DAO in administering the grants to be distributed from and to be received by the DAO, i.e., to perform KYC checks, to ensure compliance with grant terms, etc.
Research & Development - Development of new products
- Improvement of existing products
- Managing audits
- Risk management
Legal Support - Legal representation (entering into contractual agreements on behalf of the DAO, etc.)
- Regulatory monitoring
- Legal consulting
- Intellectual Property management (holding and managing intellectual property rights)
Workforce Management - Assisting in contracting processes (if needed)

The DAO may propose any other service currently missing on the above list and that is deemed to be essential for the further development of the DAO and the Stake DAO ecosystem.

4. Grant Conditions

The Association shall use the grants received from the DAO in good faith solely for and in connection with the Stake DAO project and the Stake DAO ecosystem. Any other use without the prior consent of the DAO is prohibited. Unused funds may, at the sole discretion of the DAO and subject to acceptance by the DAO, be rolled over to another subsequent grant agreement and be spent in accordance with the new milestones or purpose, set forth therein. If any part of a grant cannot be used in accordance with the Stake DAO project or ecosystem and according to the milestones set out in the relevant grant agreement, it shall be returned to the DAO.

The grants paid by the DAO to the Association include any Value Added Tax (“VAT”) (if applicable).

The grants may be used for the payment of income tax, capital tax, VAT and tax at source or withholding tax, and any other taxes of the Association if such taxes apply and are related to the grant or the activities mentioned above.

The Association commits to produce half-yearly reports on the spending of the grants. It will list expenses in a summarized form and inform about the ongoing initiatives for which the funds are used. The report will be published in written form on the DAO’s governance forum.

The Association shall inform the DAO of any event or change in circumstances that could reasonably affect its ability to perform any of the grant conditions listed herein.

The Association does not guarantee any success related to its activities under the grant agreements to be concluded and all liabilities except for gross negligence, wilful intent and fraud are excluded.

This Governance Proposal and all the subsequent grant agreements shall in all respects be governed by and construed in accordance with substantive laws of Switzerland (to the exclusion of the Vienna Convention on the Contracts of the Sale of Goods). Any dispute arising out of or in connection with this Governance Proposal as well as the subsequent grants and corresponding grant agreements shall exclusively be referred to the courts competent for the city of Zug, Switzerland.

5. Proposal Specifications

  • Admin(s): veSDT holders
  • Community feedback: 3 days min
  • Voting duration: 7 days

Do you agree to entrust the StakeDAO Association with the provision of the services to Stake DAO?

  • Yes
  • No

0 voters

3 Likes

Hey everyone,
This proposal is the result of months of work between the team and legal counsels. It is what I believe is the fairest solution we could find to make sure we keep our fast development of the protocol, while staying censorship resistant and decentralised, and most importantly, not taking any value off token holders.

I am here to answer any question on this topic, and would love to hear everyone’s opinion.

3 Likes

I’m happy to see that Stake DAO is taking the necessary steps to setup a legal framework that will allow them to operate independently and in a decentralized manner. This will ensure that we are able to continue building freely, and unrestricted well into the future. Look forward to reading feedback.

2 Likes

Thanks for pushing this proposal.

To give a bit of context, would you able to give a few examples of similar or different structures in other DAOs (angle, convex, curve, frax, Aladdin) and explain us briefly the differences if any?

2 Likes

Very good to see such a structure to ensure the DAO is driven by key decisions taken in a decentralized way, with a partner such as the Stake DAO Association acting as a provider of services, with services agreements defined at arm’s length (subject to my reading/understanding is correct).
I have a question on the nature of the Stake DAO Association under swiss juridiction : is it a non-profit organization (such as association loi 1901 in France)?
Also, is Stake DAO Association providing services only to Stake DAO?
If the answer is yes to both above questions, does ‘grant agreements at arm’s lenght’ means on a cost basis at the end of the day (+ any admin fee to cover the Stake DAO Association admin costs if any)?
As a suggestion, a half-yearly reporting may be good enough, but a quarterly reporting/closing is even better.

4 Likes

The most recent example we have is Abracadabra. They launched exactly the same model, and we discussed a lot with them while preparing the proposal to understand the benefit of this model.
Other bigger projects have this model, such as the Ethereum foundation I believe.

4 Likes

Hey Lucio,
Your understanding is correct! And yes, it is a non-profit organization. For us it was key to have it a non-profit, as it is the best way to not take any value from the DAO and token holders.

Also yes, Stake DAO Association will provide services only to Stake DAO, and all Stake DAO products (including Votemarket) officially belong to the DAO and are covered by this agreement (not like merkle for Angle, or Uniswap front end for Uniswap for example, those are good models, but wouldn’t fit in a context where the SDT token is already live and giving votemarket to a separate entity would mean taking value from SDT).

Also yes, it is on a cost basis: the grant aims to cover the costs (that are currently directly paid by the DAO). If the grant doesn’t cover all cost, the association will ask for a top up; if the grant exceeds the cost, the excess funds will be deducted from the next budget/grant. Btw, the admin cost of having this structure should actually be lower than the cost savings that we will have thanks to this new structure.

5 Likes

Hello Tube, Thanks for your confirmation. Very happy to retain Votemarket in the scope, as it is a great product with high potential.
This move is a key milestone! Lets do it!

3 Likes

Thanks Lucio! Appreciate the feedback! I also agree, it’s huge for the DAO!

2 Likes