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Co-op Charter

This is a living document that will be updated as changes are made. You can view the edit history using the commit history on github.

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Last edit - June 06 2023, a faithful conversion from the gdoc DAO Charter stored on Origami. Some minor formatting changes required to convert to md document. Gramatical errors have been left intact to remain faithful to the original document.

Membership Agreement is split into its own post to allow posting on the forum.

Collab.Land DAO Charter

This Charter is based on The Origami Framework. Last Revised Date: Feb 22, 2023

This Charter was first approved by the Initial Board on Feb 22, 2023.

Collab.Land Co-op (the “DAO”) is a limited cooperative association organized under the Colorado Uniform Limited Cooperative Association Act, C.R.S. Title 7, Article 58 (“ULCAA”). The Cooperative’s business shall be conducted on a cooperative basis for the mutual benefit of the Cooperative’s Members. This Charter will, for all legal purposes, serve as the bylaws of the DAO. The DAO’s Articles of Organization are incorporated by reference into this Charter. The DAO adopts the seven International Cooperative Alliance principles:

  1. Voluntary and Open Membership.
  2. Democratic Member Control.
  3. Members’ Economic Participation.
  4. Autonomy and Independence.
  5. Education, training, and Information.
  6. Cooperation among cooperatives (DAOs, and shared-ownership endeavors). 7. Concern for community.

1. About Collab.Land DAO​

1.1. Mission​

1.2. Collab.Land DAO’s mission is to bring communities together through incentive alignment and shared values with an abundance mindset to create a positive sum world.​

1.3. Vision​

1.4. Collab.Land co-op is the legal name of the DAO (referred to as the “DAO”) . The DAO is a values based organization that is mission driven, focused on our vision of bringing communities together through incentive alignment and shared values.​

1.5. As we work toward our shared mission, our priority is to create value for those active in the Collab.Land network. We look for ways that DAO members can innovate, collaborate and grow themselves and the organization.​

1.6. This guides our values and how we stay connected and aligned with each other, how we present ourselves online, and what directs our priorities.​

2. Member Privileges and Obligations​

  • 2.1. Like in a cooperative, members have the privilege to enjoy rewards. In return, they have shared responsibilities toward achieving a common goal. Collab.Land DAO requires high member participation to be successful; it is not for spectators, therefore we as Members:
    • 2.1.1. Participate in the discussion, creation, voting and documentation of proposals.
    • 2.1.2. Make friction, tension and inefficiencies known to all DAO members, so that changes, improvements and learning can take place.
    • 2.1.3. Monitor and record progress, and for the creation of metrics to measure DAO health.

2.2. Membership Requirements​

  • 2.2.1. By joining the DAO, you agree to:

    • 2.2.1.1. Abide by this Charter,
    • 2.2.1.2. Abide by the Membership Agreement,
    • 2.2.1.3. Share the values of the Code of Ethics,
    • 2.2.1.4. Act in accordance with the Code of Conduct,
    • 2.2.1.5. Participate in the official communications channels on a regular basis.
    • 2.2.1.6. Act in the best interest of the DAO and its members.

2.3. Membership​

  • 2.3.1. Qualification. The DAO will have Patron Members (also referred to generally as “Members”) and “Investor Members”. All persons who qualify to be a member and sign any agreements required (specifically the Membership Agreement), will be automatically accepted as a Member. The Board may create additional classes of members without mandatory votes of the Members.

    • 2.3.1.1. Patron Members are individuals or entities that have made a contribution to the DAO and do business with the DAO and/or use its services, as further defined in the Membership Agreement.
      Patron Members have the right to at least one vote per member, and the vote may be increased by the number of governance tokens held by the Member.
    • 2.3.1.2. Investor Members are individuals or entities who invest money in the DAO and whose financial rights are determined in their investor documents or other agreements. Investor Members, as a class, have voting power limited to 25% of the total voting power of the entire membership in the DAO.
    • 2.3.1.3. The rights and duties of the membership in these two classes are stated in the sections below.

  • 2.3.2. Patron Members. Membership in this class will be open to any individual or entity who is eligible and who accepts the responsibilities of membership and who acquire one Membership NFT, as defined by the DAO, and holds at least governance token.

    • 2.3.2.1. Patronage. Members who patronize (do business with) the DAO by providing services to the DAO, or otherwise engaging in activities for or on behalf of the DAO that will result in revenue to the DAO. Member Patronage is measured according to the Board’s policy on patronage.

    • 2.3.2.2. Eligibility. An individual or entity is eligible to become a Patron Member if they meet the requirement sin the eligibility policy adopted by the Board, which will include the following requirements:

      • 2.3.2.2.1. Must be an individual who provides services to the DAO.
      • 2.3.2.2.2. Must have met the minimum threshold for the number of hours or volume of services, or activities, if any is set by the Board.
      • 2.3.2.2.3. Acquire, by any acceptable means, at least ten $COLLAB governance token, or as modified by the Board from time to time and uniformly applied.

    • 2.3.2.3. Admission. When an eligible person has applied to be Patron Member, has acquired the appropriate number of $COLLAB tokens and signed the DAO Membership Agreement, including providing certain personal identifying information, the DAO will add that person to its records and will award a Membership NFT to the person who becomes a member, unless the DAO has a reason not to accept the membership application. The Board will have ultimate decision-making authority to accept or reject a person’s membership in the DAO.

    • 2.3.2.4. Patron Member Voting. Members holding governance tokens will be entitled to vote based on the number of tokens held by the Member.

    • 2.3.2.5. Patron Member profit-sharing, aka, Patronage Distributions. A Member’s portion of the DAO’s Net Income (as defined in Section 8.2), on the basis of patronage, which means in the ratio of each Member’s patronage to the total patronage of all Patron Members during the relevant time period. Patron member profit-sharing is set forth in more detail in Section 8.

    • 2.3.2.6. Restrictions on Transfer. A Member’s membership interest in the DAO is not transferable, therefore, the Membership NFT held by a Member is also non-transferable. Members cannot sell or give their membership or governance rights to any other person, by operation of law or otherwise, and cannot use the membership as collateral for any obligation. Any attempt to do so will be void.

    • 2.3.2.7. The DAO doesn't have to give any proof of membership or investment. But if it decides to do so, the certificate or document of proof must include the membership transfer restriction. If the certificate is in digital form such as an NFT, it will also have the same restrictions and conditions. If there's an option to redeem the certificate or NFT, it will also include information on how to do it.

    • 2.3.2.8. Transfer of NFT. Any rules or limits on giving or selling any NFT representative of membership that makes someone eligible to be a member, will be included on the NFT itself. If a Member is successful in giving or selling the NFT to another holder, the new holder is not automatically a member in the DAO. The DAO will decide whether the holder is eligible for membership and if it may become a member. If the new holder is allowed to become a Member, they will have to follow the same rules and pay the same fees as other Members.

  • 2.3.3. A Member is required to mint a DAO Membership NFT that serves as proof of DAO membership.

    • 2.3.3.1. The DAO may gate access to DAO spaces and services — physical and digital — using the DAO Membership NFT and/or governance tokens.
    • 2.3.3.2. The wallet containing the DAO Membership NFT is eligible to vote using the governance tokens in the same wallet.
    • 2.3.3.3. The DAO Membership NFT may not be transferred without the DAO’s authorization.
    • 2.3.3.4. The DAO may adopt additional policies to regulate the Member’s onboarding process.

2.4. Member Termination​

  • 2.4.1. Withdrawal by Member

    • 2.4.1.1. Withdrawal of membership is the voluntary termination of membership by a Member. A Member may withdraw at any time by giving written notice to the DAO’s representatives. A withdrawal will be effective when the DAO receives the notice.

  • 2.4.2. Removal or Automatic Termination of Members

    • 2.4.2.1. Removal is the involuntary termination of a Member by the DAO, whether it is initiated by the DAO or as a proposal of the Members.
    • 2.4.2.2. Members may be removed from membership in the DAO by vote of the Board for violating this Charter, the Code of Conduct or Code of Ethics.
    • 2.4.2.3. The Board may warn, suspend, or expel a member who fails to pay a required membership fee, or who behaves in a way that is significantly harmful to the DAO, as long as the DAO uses a written, consistently applied, fair, and reasonable procedure for expulsion that gives the Member a reasonable period to explain and/or correct a problem.
    • 2.4.2.4. Notice of Termination.

  • 2.4.3. Effects of Termination

    • 2.4.3.1. Removal of membership results in the exclusion of the member from DAO spaces, processes, and tools.
    • 2.4.3.2. If the member has been asked to give up their DAO tokens but refuses to do so, the DAO may deploy software updates to exclude that Member.
    • 2.4.3.3. Removed or Withdrawn Members are no longer Members in Good Standing.
    • 2.4.3.4. A Member’s financial rights upon termination of their membership are as set forth in Section 8 and 8.4.3.

2.5. Termination of an Investor Member shall be in accordance with the investment documents.​

2.6. The DAO shall burn or invalidate the DAO Membership NFT of a Removed or Withdrawn Member.​

2.7. The DAO may adopt policies providing for Members who are removed to be heard.​

2.8. Member Meetings.​

  • 2.8.1. The DAO will organize at least 1 member meeting every Season. One of these member meetings will be the “Annual Meeting,” and if member meetings are held regularly more often than once every 12 months, the other meetings are called “regular meetings.” The DAO may organize additional member meetings (“Special Meetings”) (1) as needed, by request of a majority vote of the board, or any committee, if any is adopted, and (2) if a meeting is requested by members with at least 10% of the voting power of any class entitled to vote on the matter that is the subject of the meeting, or at least 10% of the total voting power entitled to vote on the matter that is the subject of the meeting. All member meetings may be conducted through any means of communication that allows all members in attendance to communicate with each other at the same time.
  • 2.8.2. Annual Meeting. At the Annual Meeting, the Board will report the DAO’s business and financial condition as of the end of the Season, and if the Season is shorter than the fiscal year, then for the previous fiscal year.
  • 2.8.3. Notices.The Board will give at least 10 days notice of the meeting, by any means of communication regularly used by the DAO to communicate with its members. Notice must contain the purposes of the meeting and the matters subject to vote, and in the case of Special Meetings, only the matters indicated in the notice can be voted on.
  • 2.8.4. Waiver of Notice. When the law or the rules of the cooperative require that a notice be given to a member, the member can waive the notice in writing, which will be considered the same as receiving the notice. The member can sign the waiver in any way that the board accepts, including electronically, before, during, or after the notice is supposed to be given.
  • 2.8.5. Waiver by Attendance. If a member attends a meeting, they give up the right to complain about not getting proper notice of the meeting or about the meeting being held improperly, unless they make their complaint at the start of the meeting. They also give up the right to complain about the meeting discussing subjects that were not mentioned in the notice, unless they object when the topic comes up. Attendance includes being there in person, participating over the phone, or joining in through any other technology that the DAO has approved for that meeting.
  • 2.8.6. Action Without Meeting. Actions that are usually taken at a meeting of the members can also be done without a meeting if the members are notified about the proposed action in advance and enough of them vote for it (See Section 4 about the voting thresholds) before the voting period ends. If a member doesn't get notice of the vote, it doesn't make the action invalid. Members can vote through digital or electronic platforms, and the vote will be considered valid as long as it is recorded (on or off-chain).

2.9. DAO Health​

  • 2.9.1. Collab.Land DAO will measure its health in the following ways:

    • 2.9.1.1. Members are participating.
    • 2.9.1.2. Membership is growing.
    • 2.9.1.3. The DAO is working to fulfill its Mission and Vision.Startups are supported by the DAO and its members.
    • 2.9.1.4. The DAO financially supports its own operations.
    • 2.9.1.5. Documents and code are created, amended, and published as lessons are learned.
  • 2.10.1. Taxes and legal compliance are a Member’s own responsibility.
  • 2.10.2. Nothing published or claimed by the DAO or its members constitutes legal or tax advice.
  • 2.10.3. Consent to Tax Treatment. When you become a Member of the DAO, you automatically agree that any distributions that you receive as a "patronage return" or “Patronage Dividends”, in any form that it is paid, must be included in your income tax return for the year you receive the notice. This applies only to the distributions listed in a "qualified written notices of allocation" as provided in the Internal Revenue Code (Section 1385(a)). If you receive distributions via a "non-qualified written notice of allocation", you must include this money in your income tax return for the year the Cooperative actually makes the payments to you. As a Member, you are responsible for any taxes you owe on these amounts and you may be liable and have to indemnify the DAO from any legal claims related to your membership or your purchase of membership interest if you do not comply with this provision.
  • 2.10.4. Record of Members. The DAO may request the name, address, and tax information of the Member to comply with legal and tax obligations. The DAO may use a third-party ID verifier to obtain and store this information.

Each Member must notify the DAO (or the third-party) immediately of any change to the Member’s personal and tax information.

2.11. Authorized Capital​

  • 2.11.1. Membership Units. The DAO will represent each membership as a membership unit (“Membership Unit”) and it may be represented by a single Membership NFT per Member. There will be no limit to the total number of Membership Units that the DAO is authorized to issue. All Membership Units will be issued in one patron class. Each Membership Unit has one and only one vote on all matters for which a governance vote is taken, as determined in this Charter. A member's membership cannot be sold, given away, or transferred in any way. It must be paid in full and is not subject to any extra fees. The only exceptions to this rule are outlined in the DAO’s Charter or in a separate agreement between the DAO and the Member.
  • 2.11.2. Investor Units. The Cooperative can issue up to 1,000,000,000 shares of Preferred Units, par value. They will be issued in one Investor Class and in one or more series. The rights, preferences, and terms for each series will be listed in this Charter. Some series of Preferred Units may have voting rights, and others may not. All Preferred Unit must be paid for in full. They cannot be sold, given away, or transferred in any way, unless stated in this Charter or in a separate agreement between the DAo and the Investor Member. The Cooperative may also have limits on who can buy and hold Preferred Unit, and these limits will be listed in an addendum to this Charter or in the separate agreement.

3. DAO Organization and Operations and Governance​

  • 3.1. DAOs are Decentralized and Member-governed but wrapped DAOs may be subject to legal constraints

    • 3.1.1. Collab.Land DAO builds on shared interests managed through open and secure software that will help in the DAO’s governance. While many of the operations of the DAO may be member-lead, and largely autonomous, we operate within legal constraints that require that a governing body be put in place, that is, a Board of Stewards (the “Board”). The Board will have general supervision and control of the business and affairs of the DAO and will make rules and regulations not inconsistent with the law, the Articles, this Charter, and the policies adopted by the DAO membership, for the management of the business and the guidance of the Members, employees, and agents of the DAO. The Board may employ a person or more people to oversee the operations of the DAO.
    • 3.1.2. In true co-operative form, the DAO’s board will be appointed by the original organizer of the DAO and this appointed board (the “Initial Board”) will be replaced by a board that must be elected by the Members.
    • 3.1.3. The Initial Board shall have the authority to make all amendments to this Charter within the initial term (until the membership meeting of 2025) which are required to further the purposes of the DAO, provided that they do not remove the financial and governance rights of the Members in any way contrary to the law.

3.2. Board​

  • 3.2.1. Board Basics.

    • 3.2.1.1. The Board governs the DAO and can make any decision on behalf of the DAO except for decisions that require member approval as required by law or by this Charter.
    • 3.2.1.2. The Initial Board will be appointed by resolution of the DAO organizer and they will serve until the membership meeting of 2025, unless they earlier resign or are earlier removed by a vote of ⅔ super majority of the other Board director (“Stewards”). except the initial Board will consist of at least three Stewards appointed by the DAO organizer. In either case, the initial Stewards will be subject to staggered replacement, as provided for in a policy of the Board.
    • 3.2.1.3. The number of Stewards shall at all times be an odd number. The number of Stewards may be increased or decreased by a written resolution of the Board.
    • 3.2.1.4. Any change reducing the number of Stewards cannot end a sitting Steward’s term early.
    • 3.2.1.5. Unless otherwise set forth in this Charter, Stewards will serve for two-year terms. Terms will be staggered so that approximately half of the Board is elected each year. Stewards may serve consecutive terms.
    • 3.2.1.6. Stewards may be compensated for serving on the Board.

  • 3.2.2. Composition of subsequent Boards.

    • 3.2.2.1. All Stewards must be Members or representative of the Members, by election or appointment. The Board will adopt a detailed policy to implement the legal requirement of a Board that is representative of the Membership.

    • 3.2.2.2. Stewards may be removed by Proposal of DAO members or the Board, at the request of 20% of the Members or the majority of the Board.

    • 3.2.2.3. Board Meetings.

      • 3.2.2.3.1. Regular Meetings. Board meetings must be held at least once per Season, and at least one per year, if a Season is larger than a fiscal year. It may be held in person or online, as determined by the Board. Notice must be delivered to the Stewards at least three days prior to the meeting.
      • 3.2.2.3.2. Special Meetings. Special Meetings of the Board may be called by a simple majority of the Stewards, or by an officer of the DAO. The notice of the special meeting must be given to those entitled to attend the meeting at least 48h in advance, and must state the subject of the meeting. Only matters that were stated in the notice can be discussed and voted on during a special meeting.
      • 3.2.2.3.3. Action without a meeting. All actions of the Board may be taken without a meeting if the action is agreed to in writing by all of the Stewards.
      • 3.2.2.3.4. Waiver of notice. Notices of Board meetings may be waived by any or all of the Steward, and attending a meeting is considered as waiving notice. However, if a Steward attends a meeting specifically to object to the proceedings due to the meeting being called or convened illegally, notice will not be considered waived.
      • 3.2.2.3.5. Quorum. The presence of ⅔ of the Stewards will constitute a quorum and the decisions of the Board will be approved by vote of the majority of the Stewards present and voting.

    • 3.2.2.4. Agreements with Members. The Board will have the power to carry out all agreements of the DAO with its Members in every way advantageous to the Cooperative, representing the Members collectively. No contract or transaction between the Cooperative and a Member, or between the Cooperative and any other person in which a Member has a financial interest, will be void or voidable solely for such reason, if such contract or transaction is commercially reasonable as to the Cooperative at the time of the contract or transaction.

3.3. Branding​

  • 3.3.1. The DAO shall use the Handshake emoji 🤝 as its branded emoji. "Collab.Land Coop", or "Collab.Land Co-op" as typeset are acceptable. Use of the DAO branding requires the DAO's approval.

    • 3.3.1.1. For example, you cannot use the DAO’s branding in a way that implies that the DAO supports another project without the approval of the DAO.

4. Proposals and Quorum​

4.1. The following actions require the passing of a Proposal using the DAO’s governance tokens:​

  • 4.1.1. Amendments to the Charter.
  • 4.1.2. Allocation of tokens from the Treasury.
  • 4.1.3. Committing the DAO to specific objectives.

4.2. All other decisions are carried out by the Board, on behalf or under the oversight of the Board.​

4.3. Proposals​

  • 4.3.1. Any actions to be taken without a meeting or Proposals to be presented for vote may be made via any digital or electronic platforms adopted by the DAO, such as Colony, Discord, Snapshot, Telegram (“Platforms”) and on chain votes shall be sufficient for a valid record of such vote.

  • 4.3.2. All Proposals will conform to the default time period of a minimum of 7 days to vote.

  • 4.3.3. A proposal shall pass by a simple majority vote of the appropriate body entitled to vote on the matter (entire membership, Board, committees, teams) and when quorum has been reached.

    • 4.3.3.1. Other thresholds or vote counting methods may be created by amending this Charter through a simple majority vote.

  • 4.3.4. The Board may adopt committees to support members write proposals and guide them through the governance process.

  • 4.3.5. If the DAO does not adopt another platform, Proposals will be posted in the DAO’s Discord and may be signaled with emoji votes — which are non binding — to create feedback-only before they are posted for a binding vote.

4.4. Quorum​

  • 4.4.1. Quorum is calculated from the number of $COLLAB tokens in “circulation among DAO Members”.

    • 4.4.1.1. “Circulation among DAO Members” is defined as the number of governance tokens held in DAO Member Wallets and tokens delegated to such wallets.

      • 4.4.1.1.1. DAO Member Wallets are defined as one containing a valid DAO Membership NFT.

    • 4.4.1.2. Tokens excluded from voting and quorum calculations

      • 4.4.1.2.1. Tokens held by the Treasury wallets do not carry any voting power and do not count towards quorum as these tokens may not be delegated.
      • 4.4.1.2.2. Tokens held by non-members that are not delegated to a Member in good standing are excluded from quorum calculations.
      • 4.4.1.2.3. Unminted tokens are not in circulation.

  • 4.4.2. The default quorum threshold is 10% of governance tokens in circulation, unless a higher threshold is required by law. If the quorum is not reached on a matter requiring vote of the Members, then the Board may adopt a different quorum and make a new proposal for vote on the same matter. Token holders who do not have voting rights (example, those who have not signed membership agreements) are not counted for the purpose of quorum.

    • 4.4.2.1. E.g. If we have 1,000 total tokens in circulation, then we’ll need 100 tokens to vote to reach the quorum threshold.
    • 4.4.2.2. The DAO may change the default quorum threshold by vote.

  • 4.4.3. The Quorum threshold is defined by the total number of tokens that have voted in a proposal.

    • 4.4.3.1. The DAO may create different types of proposals that require a higher or lower quorum threshold through the existing proposal process.

  • 4.4.4. The Board is responsible for setting the process for proposals not explicitly defined in this Charter.

  • 4.4.5. If two consecutive proposals fail due to not meeting quorum, the quorum requirement is halved.

    • 4.4.5.1. Once a proposal passes, the previous quorum threshold is reinstated automatically.

5. Delegation​

5.1. Delegates are DAO Members who have been delegated voting power from another party’s governance tokens through an on-chain transaction. Delegation is otherwise known as proxy voting.​

  • 5.1.1. Only DAO Members in good standing may be Delegate.
  • 5.1.2. Non-Members who hold the DAO’s governance token may only delegate their token votes to a DAO Member in good standing. Tokens that have been delegated by non-members will not count towards quorum.

5.2. Delegators and/or Delegates may remove the delegation at any time for any reason. No delegation of votes may be permanent.​

5.3. Tokens held by the Treasury wallets are not eligible for Delegation.​

6. Initial Token Distribution​

6.1. The DAO may establish multiple types of tokens by proposal, however only the $COLLAB governance token will be used for voting on Proposals, including elections. Other tokens will not count towards quorum or votes.​

6.2. Initial Mint​

  • 6.2.1. Upon the Effective Date of this Charter, the DAO will mint one billion (1,000,000,000) $COLLAB governance tokens.

    • 6.2.1.1. These tokens currently have no intrinsic value other than governance.

  • 6.2.2. The DAO may not mint more tokens beyond the initial one billion.

7. Building the DAO Future​

7.1. The DAO will measure health based on a set of parameters that are flexible to accommodate learning and incentive-based to encourage participation and propel Programs and growth.​

  • 7.1.1. Health measurements will surely change as learning accelerates and membership expands.
  • 7.1.2. We cannot anticipate all problems, but the hope is that gaps in procedure will be filled through proposals.

7.2. DAO Health​

  • 7.2.1. Our goal is to align the DAO members to a shared set of objectives and encourage participation in the activities to achieve key results. The Key Performance Indicators (KPIs) are measurements we use to evaluate how the DAO is performing over time.
  • 7.2.2. The baseline KPIs include financials, member engagement, and proposals.
  • 7.2.3. The measurements will answer questions such as, how is the investment portfolio performing, what percentage of proposals are contributing to deal flow, and how many members are actively participating in voting.
  • 7.2.4. The indicators will be measured real-time, monthly or seasonally and will be accessible by all members.

7.3. Knowledge Sharing​

  • 7.3.1. To accelerate the world’s transition to equitable and just governance while supporting our network of world-class founders, we must document our stories and share them with the world.
  • 7.3.2. Members are encouraged to share their learning with the DAO via social media and conferences.

8. Finances​

8.1. Taxes: Members acknowledge and consent that they are responsible for reporting those patronage dividends on their personal tax returns and for paying any tax liability on those patronage dividends. This responsibility includes amounts allocated to a member’s Member Account but not paid out in cash.​

8.2. Allocating Income and Losses: Every year, we will figure out how much revenue the DAO made after all the expenses are subtracted and this is called "Net Income." We will do this calculation in the following way:​

  • 8.2.1. Gross Receipts. All revenue actually received by the DAO, from members or non-members, resulting from normal operating activities of the DAO, as well as any other resources except loans, grants, donations, and investments, will be considered “Gross Receipts.”

  • 8.2.2. Deductions from Gross Income. From the Gross Income, we will subtract the following items:

    • 8.2.2.1. Allowed costs and expenses: from the Gross Income, we will deduct any lawful costs, expenses, and other charges needed to calculate how much revenue the DAO made (Net Income) for that year.
    • 8.2.2.2. Revenue-based investor dividends: Any distributions that are owed to investors according to the rules adopted by the DAO for the specific shares of stock or tokens, which would be based on the DAO’s Gross Revenue, other methods that don't use Net Income as basis (called "Revenue-based Dividends"). The DAO will count the amount of money distributed as Revenue-based Dividends when figuring out how much taxes it owes.
    • 8.2.2.3. Reserves. The Board can decide on how much money should be set aside for unexpected costs, such as bad debts, potential losses, working capital, paying off debt, and buying back membership equity (called "Reserves"). Unless the money is given to members who are entitled to a share of the DAO's Net Income, the DAO will add the money set aside in the Reserves when figuring out the taxes it owes and the taxes will be subtracted from the Net Income. Members and others who are entitled to a share of the DAO's Net Income do not have any rights or claim to the Reserves at any time except when the organization is dissolved and the Reserves will be distributed according to the law and the rules of the organization (specifically set in 9.1).
    • 8.2.2.4. Contributions to Surplus. The Net Income, minus any taxes owed on it, made by the DAO from doing business with people who are not members and from sources that are not related to its members (called “Non-Member Patronage”) can be kept by the DAO in a surplus fund. This fund can be used by the DAO as working capital, and for other purposes as determined by the Board and the DAO. However, the Member cannot access this fund or have any claim to it before the DAO is dissolved.
    • 8.2.2.5. DAO’s Net Margins. The balance of the Gross Receipts that remains after all of the above deductions is the Cooperative’s Net Margins, which include the net margins of the Patron Members entitled to participate in the distribution of the Net Margins of the Cooperative. Net Margins will be allocated, and distributed when appropriate, to the Members based on the Member’s Patronage Activities and in proportion to the Patronage Activity of all Patron Members for that year.

  • 8.2.3. Net Losses. Losses will be allocated in any manner the Board determines to be fair and equitable, considering the circumstances leading to the loss, subject to any provisions of Investor Member agreements with the DAO.

  • 8.2.4. Patronage Dividends.

    • 8.2.4.1. The Net Margins belong to the DAO and will be allocated and eventually distributed to the members who qualify, at least once a year. The way the money is given out will be based on how much business each member did with the cooperative, and the Board will decide when and how it will be allocated and distributed. The Board will decide how much of the Net Margins each member is entitled to based on how much business they did with the cooperative and how much revenue the DAO generated. The DAO will inform each member how much they will be allocated from the Net Margins within 8 and a half months after the end of the fiscal year. This will be in a written notice that also explains when the distributions will be made, and the taxable amounts.
    • 8.2.4.2. “Patronage Activity: refers to the total amount of services that the DAOs members provided to or bought from or contributed to the DAO during a specific period of time. The Board will determine the DAO’s total patronage activity and each member's share of it. Each member's share of the DAO's profits and losses will be based on their share of the total patronage activity.
    • 8.2.4.3. Allocation and distribution of Patronage Dividends may result in tax implications. The DAO is not qualified to provide you with legal and tax advice, but will provide information about the methods it adopts, as requested by the Member or required by law.

  • 8.2.5. Qualified and Nonqualified Allocations. These are legal forms by which the allocation of Patronage Dividends are made by the DAO to the Members. They follow specific legal requirements and have different legal or tax consequences. The determination of how the allocations will be made is made by the Board and to the extent that they impact you as a Member, you will be notified of those.

  • 8.2.6. Qualified Notice of Allocation, Payment and Reinvestment. If the profits are distributed to the members via qualified notice of allocation, the Board will distribute at least 20% of the allocations to the members in cash and the remaining amounts may be credited to the member's account with the DAO for later redemption. This credit is considered a payment to the member and a re-investment by the member in the DAO.

  • 8.2.7. Alternative Method of Payment. In addition, or as a replacement for traditional methods of payment and redemption of Patronage Dividends, the DAO may use digital assets, fungible or non-fungible, as determined by a policy of the DAO, for the payment of Patronage Distributions, which may be redeemed by the DAO in cash, cryptocurrency, goods, or services, and any combination of those.

  • 8.3.1. The following applies to all payments to members because of their membership, other than wages or salary. The DAO can make payments (distributions) to members only out of the DAO’s cash that is legally available for distribution.
  • 8.3.2. The DAO cannot legally make a distribution if, after making the distribution, the DAO would not be able to pay its debts as they become due in the usual course of business, or if, after making the distribution, the sum of the value of DAO’s assets would be less than its total liabilities.

8.4. Member Accounting.​

  • 8.4.1. Amounts that are allocated to a member but not paid out are recorded in the member’s “Member Account,” which is a ledger for each member on the DAO’s books.
  • 8.4.2. A Member Account reflects the member’s capital contribution, if any, plus allocations of net earnings, minus distributions (pay-outs), minus losses. If any person is both a Patron Member and an Investor Member, the Member Account for each type of membership may be separate.
  • 8.4.3. Membership Redemption. In case of termination of a Member (voluntarily or otherwise), the Member will only be entitled to payment of any allocated but undistributed Patronage Distributions that has been assigned to the Member. The Member will not be entitled to repayment of membership fees, if any were originally paid.

9. Miscellaneous concerning termination of the DAO​

9.1. Order of distribution of assets in the event of dissolution, liquidation, or sale of all (or substantially all) of the DAO’s assets: if one of these events happen, the DAO will pay all of its debts and liabilities first, based on their respective priorities as defined by law or by agreement; then, any remaining asset will be distributed to the Members in the following order, proportionally:​

  • 9.1.1. first, to the Investor Members, if any, according to the liquidation rights set in the designation of the preferred series;
  • 9.1.2. Then to all Members, to the extent of any declared and allocated by undistributed patronage distributions.

If the proceeds are not enough to pay all members of a particular group of members listed above, then within such group for which proceeds are insufficient to fully pay the members of a particular group of members, then DAO will pay each member within the group in proportion to the amount the member would have received if there were enough funds.

9.2. Unclaimed Payments: If the DAO attempts to make any payment to any member but the payment remains unclaimed for three years after notice to the member, the DAO will transfer the funds to the DAO’s treasury, general operating account, or undivided reserve. The notice to the member for this purpose may include written notice in any form of electronic communication regularly used by the DAO; however, it does not have to include a paper notice. The DAO will not be liable to any Member who has not provided or refused to provide sufficient information to allow for direct notifications to the Member or the Member’s representative.​

9.3. Merger, sale, consolidation, or equity capital exchange:​

  • 9.3.1. Except for the merger of a DAO subsidiary, as provided in 9.3.2 below, for any plans involving a merger, sale of a majority of assets, consolidation, dissolution, or exchange of capital, the Cooperative must first receive approval from 75% of the Stewards on the Board. Then, 67% of the eligible Members must also approve the plan, whether they vote in person, virtually, or by mail, email, or other electronic means. Section 9.1 above will be applied to any resulting proceeds from these plans.
  • 9.3.2. The Board has the discretion to approve a plan for merging a subsidiary of the DAO into the DAO by a 67% vote of the Members, without seeking further approval or consent, if the DAO holds 100% of voting units, memberships, or interests in the subsidiary and the right to vote on behalf of the subsidiary. However, if the merger would materially affect the voting shares, memberships or other interests of the DAO’s members, then members have the right to vote on the plan of merger according to the provisions in 9.3.1 above.

10.1. Governing law and jurisdiction: The DAO and its members agree to be governed by the laws of the United States, and specifically the laws of the state of Colorado.​

10.2. Conflict Resolution, litigation and Waiver of jury trial: If the DAO or the members haven't chosen a system to solve conflicts, including on-chain, and if two (or more) members or a member and the DAO have a problem that they can't solve by talking openly and honestly, using the conflict resolution processes adopted by the DAO, then one of them can ask for mediation. A mediator will be chosen by both sides or by the Board if they can't agree. If all these steps don't solve the conflict, then the Member who is not satisfied by the final decision of the DAO can take the matter to court. This must be done in Colorado and the parties agree that they will only go to court in Denver, Colorado. The Members and the DAO agree, by entering into the membership relationship, that they cannot change the place where they go to court. Both members and the company agree to waive their right to a jury trial in any case related to these rules.​

10.3. Notices: Unless something different is said, all messages or information sent that are required to be sent to Members according to this Charter must be sent electronically. They will be considered delivered if sent by during the DAO’s business hours and the notice is confirmed. If the notice does not need to be confirmed or is sent outside of business hours, it will be considered delivered the next business day. Notices will also be put up on the DAO's online platforms and will be considered delivered the day after they are published.​

10.4. We agree to respect the confidentiality of the DAO and its members. The DAO will maintain the information it is legally required to maintain, either directly or through third-party data processors, and third-party ID service providers. The DAO will not share this information with members or other individuals or entities unless required by law. The DAO strives to balance the privacy interest of its Members with their rights to access information; the DAO will entertain requests for information on non-public information as appropriate and may adopt processes for approval of such requests.​

Footnotes​

1. Attribution​

  • a. This Charter document has been adapted from the Crisis DAO Charter and the Orange DAO Charter under CC0 licenses. on 11/15/2021.
  • b. Code of Conduct, Code of Ethics, and Resolving Conflicts documents have been adapted from CrisisDAO under CC0 license on 10/01/2021.

2. License​

a. The Collab.Land DAO Charter, Code of Conduct, Code of Ethics, and Resolving Conflicts documents is available under CC0 license.

BY CLICKING AGREE AND CONTINUE, YOU CONFIRM THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS MEMBERSHIP AGREEMENT.

COLLAB.LAND CO-OP MEMBERSHIP AGREEMENT

This Membership Agreement (the “Agreement”) is made effective on the date you (the “Patron Member” or “Member”) opt-in to become a member of Collab.Land Co-op, a Colorado limited cooperative association (the “DAO”).

Being a member of the DAO means that you have rights and obligations in the DAO ecosystem. For example, your rights include the right to vote on (i) matters concerning your membership class, (ii) the deployment of certain pockets of capital (like the treasury), (iii) to elect board members (called Stewards) to a variety of governance roles. The DAO also makes commitments to the members, such as transparency about financials, distribution of certain tokens when you engage the cooperative, and so on.

1. AGREEMENTS OF THE MEMBER. By opting to becoming a member, YOU:​

  • Understand that opting in to DAO membership by acquiring a Governance Token makes you eligible to become a member in the DAO.

  • Agree to be bound by Collab.Land Co-op’s Bylaws (“Charter”) and the Articles of Organization (the “Articles”), and you are aware that you can request a copy of those Charter. As a member, you may also receive financial information about the DAO no less than once a year. You agree to keep all such information private and confidential.

  • Understand that the benefits of your membership can be modified by the board of directors (“Board of Stewards”) and management of the DAO at any time, some of which may be without prior notice; however, the Board may not eliminate your financial rights and terminate your membership if you are a member in good standing. In case of changes to your benefits, the DAO will such information available through its website or app. Note: future potential financial distributions related to your co-op membership cannot be taken away by the Board.

  • Understand that your rewards and benefits of membership, which are financial distributions in the form of Patronage Dividends, result from you’re your engagement with the DAO by doing activities that qualify as “patronage activity”.

    • These distributions may increase only in proportion to your patronage. For example, if in a given year you do not contribute to the DAO, you will not receive any rewards. If you do so, your rewards will be calculated in proportion to the services that you render. You understand that the DAO reserve the right to modify the activities that constitute patronage activities for the purpose of patronage rewards.
    • If a patronage distribution is considered taxable for you, you understand that we will not be responsible for that tax liability and you agree to include the stated amounts into your tax return.

  • Understand that in case of dissolution of the DAO, or other occasion for extraordinary dividends to be paid to Co-op members, you may be entitled to some financial distributions that could result in a taxable event to you. You agree to consult your own attorneys and accountants should you require counsel.

  • Understand that, as a DAO Member, you have no authority to represent the DAO in any way. For example, you cannot use the name of the DAO to obtain credit or property, or enter into contracts on behalf of the DAO.

  • Understand that your membership in the DAO is voluntary, and you may choose to withdraw your membership by following any reasonable procedures adopted by the DAO.

  • The DAO has been formed as a Colorado limited cooperative association, which operates on a cooperative basis and is taxed under Subchapter T of the Internal Revenue Code. Patronage dividends that are distributed to you as a result of your patronage activities may be subject to taxation as part of your taxes. We are not tax advisors and cannot provide tax advice, so you agree to consult a tax accountant if you have questions and agree not to sue the DAO for your tax liabilities relating to this membership. In any event, you understand that the DAO will not be responsible for that tax liability and you agree to include the stated amounts into your tax return.

  • The Member understands that if they wish to participate in any profit sharing, through patronage distributions or otherwise, they will be required to share personal tax information. The Member may waive their right to receive patronage distributions by informing the DAO board in writing.

    • Once you are admitted as a member, you will be entitled to vote on all governance matters put to vote by the members. Your vote’s rights will be based on the number of tokens that you hold, and as long as you are a member in good standing, you will have at least one vote. The Board will adopt a policy clarifying this right.
    • Member have a right to elect Stewards (which are directors in the Board of Stewards). Starting in 2025, the Board will adopt a policy providing for the voting procedures for election.
    • Your membership may be terminated only as provided for in the Charter.
    • If your membership is terminated (by you or by the DAO), you may be authorized to retain your tokens, but any rights associated with it may be removed and it will only operate without utility or rights, except as otherwise determined by the DAO when your membership is terminated.
    • If your membership is terminated, you will only have the right to receive dividends that were declared but not distributed. You are not entitled to appreciation in the value of your membership share. If the DAO dissolves, is liquidated, sold, or has all or substantially all of its assets sold, all the Member will participate in the distribution of assets proportionally to their patronage activity, after debts and other obligations with senior priority have been paid, including returns to investor members.

  • Obligations and Restrictions. Once admitted as a member, your membership will be subject to the following:​

    • Understand that your membership (including any tokens representing your membership or your co-op benefits) is not transferable – so you cannot transfer it to another person; and is not redeemable, which means that you are not entitled to any reimbursement, should you decide to no longer be a member in the DAO.
    • You may be required to provide at least your (entity) name, address, and tax information for the records of the DAO.
    • Natural persons and entities may be eligible for membership. If the Membership is of an entity, you will be required to appoint a natural person on behalf of your entity to represent you in the Board, in voting, and entering into agreements with the DAO.

2. DIGITAL TOKENS​

  1. DISCLAIMERS. The DAO makes no representations or warranties about the value of any of its digital tokens, fungible and non-fungible, including Patronage Tokens (collectively, “Digital Tokens”). The DAO does not intend for any tokens minted or adopted by the DAO to be traded by its Members, between members, or among members and non-members, in any regulated or unregulated markets. However, the DAO acknowledges that it may not have control over the uses of such tokens outside of the DAO, which entails certain risks. This risk disclosure statement cannot and does not disclose all risks and other aspects involved in holding, trading, or engaging in financing or financed transactions in Digital Tokens. Risks include, but are not limited to, the following:

    1. Market Risk: The market for Digital Tokens is still new and uncertain. No one should have funds invested in Digital Tokens or speculate in Digital Tokens that it is not prepared to lose entirely. The Member has no rights in the Digital Tokens outside of what is provided in this Agreement and the DAO Charter.
    2. Liquidity and Listing Risk: Markets for Digital Tokens have varying degrees of liquidity. The DAO Digital Tokens are not intended for trading and have no value outside of that recognized within the DAO. Participants should be cautious about using Digital Tokens outside of their sanctioned uses. The DAO makes no representations or warranties about the liquidity of any Digital Tokens, and disclaims any liability for the Members unauthorized use of the Digital Tokens.
    3. Legal Risk: The legal status of certain Digital Tokens may be uncertain. This can mean that the legality of holding or trading them is not always clear. Whether and how one or more Digital Tokens constitute property, or assets, or rights of any kind may also seem unclear. Members are responsible for knowing and understanding how Digital Tokens will be addressed, regulated, and taxed under applicable law.
    4. Exchange Risk (Counterparty Risk): Having Digital Tokens on deposit or with any third party in a custodial relationship has attendant risks. These risks include security breaches, risk of contractual breach, and risk of loss.

3. MANAGEMENT. The DAO’s Board of Stewards or an authorized representative or delegate will have all necessary powers and authority to administer and enforce the terms of this Membership Agreement, to the extent not inconsistent with the Charter.​

4. NO EMPLOYMENT RELATIONSHIP. Members may, but are not required to, be employees or contractors of the DAO. This Agreement is not intended and should not be interpreted in a way to create or modify any employment or services relationship between the DAO and the Member; those relationships will abide by their respective agreements.​

5. INDEMNIFICATION. The Member will protect the DAO from any legal claims, losses, damages, or expenses that may come up because of the Member not following their responsibilities outlined in this agreement. This includes all costs and fees for lawyers. The Member is responsible for their employees, officers, agents, and any other business guests. The Member promises to protect the DAO from any legal claims or damages that may happen because of the Member or their employees, officers, agents, or business guests. This includes claims for injury or death, even if someone else is also at fault.​

6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DAO SHALL NOT BE LIABLE IN ANY WAY AND BY ANY THEORY FOR CLAIMS, LOSSES, DAMAGES OR BREACHES ARISING IN CONNECTION WITH YOU OR A THIRD PARTY’S USE OF YOUR INFORMATION TO THE EXTENT OUTSIDE THE REASONABLE CONTROL OF THE DAO. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DAO DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY INJURY, LOSS, OR CLAIM, OR ANY DIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES DIRECTLY OR INDIRECTLY ARISING FROM OR IN ANY WAY CONNECTED WITH YOUR MEMBERSHIP IN THE DAO, OR ANY OF ITS SERVICES OR THOSE OFFERED THROUGH THE DAO BY THIRD PARTIES, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES. IN NO EVENT SHALL THE DAO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, CAUSES OR CAUSES OF ACTION (WHETHER SOUNDING IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) ARISING FROM YOUR MEMBERSHIP IN THE DAO EXCEED ANY PATRONAGE DISTRIBUTION ALLOCATED TO YOU WHICH HAVE NOT BEEN YET PAID.​

7. MISCELLANEOUS PROVISIONS.​

  1. Merger, Consolidation or Sale of Assets. Nothing contained in this Agreement will be deemed to prevent or restrict any merger or consolidation of the DAO into or with one or more other corporations or other legal entities, or any sale, exchange, lease, mortgage, pledge or other disposition of all or substantially all of its assets to any person or persons, in accordance with any applicable provisions of law and of the Articles of Organization and Charter then in effect. No provision of this Agreement shall apply to any units, membership, or other securities of any issuer received upon a merger, consolidation or sale, exchange, lease, mortgage, pledge or other disposition of assets unless at the time of the merger, consolidation or disposition of assets the units or other securities received are made subject to this Agreement by written agreement of all the Members.

  2. This Membership Agreement incorporates the DAO’s Articles of Organization, Charter, as may be amended from time, a copy of which is available upon request. In the event of a conflict between these documents, the Charter shall prevail. The term of this Membership Agreement shall be governed by the Charter’ provisions governing withdrawal and termination of membership.

  3. The laws of the State of Colorado will govern this Agreement, and the Parties agree that the venue for enforcement of this Agreement will be in the U.S. jurisdiction against whom any claims are brought under this Agreement

  4. You and the DAO agree that, in the event that (i) a dispute arises between you and the DAO concerning this Membership Agreement, and any other agreements between you and the DAO, and (ii) if we are unable to resolve the dispute through discussion, we agree to submit that dispute to mediation and the dispute resolution mechanism in the Charter, before the dispute is arbitrated or take to court. In any event, you agree to and by signing this Agreement you do WAIVE ANY RIGHT TO A JURY.

By clicking here and continuing, you indicate that you understand and agree to be bound by these provisions.