The Articles of Kommune DAO Partnership
Kommune DAO (hereinafter “this DAO” or “this Partnership”) is a decentralized autonomous organization that aims to vitalize the Klaytn ecosystem. On June 15, 2023, this DAO has been qualified as a GC member of Klaytn by entrustment of 5 million KLAYs gratuitously supplied by the Klaytn Foundation for one year.
This DAO is not any form of the corporation providing one-way service and shall not be responsible as a service provider or operation manager, etc. The method of operation of this DAO will be determined by the discussion and voting of DAO members.
This DAO is established, operated, and dissolved in accordance with the Articles of the Kommune DAO Partnership (hereinafter referred to as “this Articles”), and those who want to become members (partners) of the DAO shall agree on this Articles.
It is strongly recommended that only those who understand and agree to the legal and operational risks of this DAO and the contents of activities as a partner in the DAO through external consultation or other means.
Article 1. Name of Partnership
The name of this DAO is Kommune DAO.
Article 2. Effective Date
This DAO shall become effective on October 5, 2023.
Article 3. Definitions
(1) “Klaytn” means a blockchain network developed and provided by the Klaytn Foundation.
(2) “KLAY" means a virtual asset that is the key currency of the Klaytn platform.
(3) "Node" means one that participates in a blockchain network to share and validate transactions.
(4) "Staking" means the act of entrusting a certain amount of virtual assets held by virtual asset holders to the designated blockchain network.
(5) "Unstaking" means taking back the virtual assets that have been staked.
(6) "KoKLAY" means a token representing the Partnership share acquired by DAO members in exchange for Staking KLAY.
(7) “Klaytn GC (Governance Council)” means a group of Nodes that participate in block generation in Klaytn-related blockchain networks, and that are responsible for decision-making on major issues and managing and operating Nodes of Klaytn.
Article 4. Purpose
This DAO is to operate the Node as a member of Klaytn GC and exercise voting rights on Klaytn governance issues.
Article 5. Contribution
(1) Object of Contribution: The contribution shall be made in kind (KLAY).
(2) Method of Contribution: Contribution shall be made by connecting Nodes to this DAO system and Staking one or more KLAYs held in his/her wallet by a person who wants to acquire the status of this DAO Partner. The Partner receives KoKLAY in proportion to the amount of KLAY that has been staked.
Article 6. Qualifications of Partners
(1) A person who has completed the contribution under the Article 4 of this Articles shall be a Partner of this DAO.
(2) Notwithstanding the Section 1 of this Article, residents or citizens in areas where participation in this DAO is prohibited under the local laws or where authorization is required in relation to recruitment of Partners for nationality, residence, citizenship or other reasons shall not become Partners.
Article 7. Rights of Partners
(1) Partners shall have the authority to participate in decision-making on matters relating to the performance of this DAO as a Klaytn GC member. A partner may propose an agenda for a resolution of the partners, and may exercise voting rights on the proposed agenda and the resolution of the partners under this Articles.
(2) The voting rights of the partners shall be one per KLAY contributed.
(3) Partners may receive the profit and residual property of this DAO in proportion to their equity.
Article 8. Obligations of Partner
(1) Partners shall frequently check and read the white paper, disclaimer, and other operating policies of this DAO, and comply with them.
(2) Partners shall jointly be responsible for the operation and management of this DAO. Provided that, however, the responsibilities for internal matters of this DAO are subject to the Article 16 (Liability for Damages and Dispute Resolution).
Article 9. Core Team of DAO
(1) The core team members perform the following duties and represent this DAO externally.
Tasks related to operation of this DAO, including community development and operation;
Tasks related to management and profit distribution of this DAO assets;
Tasks related to fulfilling obligations as a Klaytn GC member, such as Node operation;
Accounting management for this DAO;
Tasks related to management, resolution, and follow-up of the agenda proposed by partners in accordance with the Section 1 of the Article 6 of this Articles;
Signing of various contracts required in relation to the above task execution; and
Other tasks necessary to perform the above tasks.
(2) At the time of the establishment of this DAO, the following 6 members shall be members of the core team to manage the Partnership. The core team member may be additionally elected or dismissed with an affirmative vote of not less than two-thirds of all the partners.
Ljay Lim
Minsu Ju
Sean Kim
James Lee
Kevin Lee
Edgar Park
(3) The core team member who manages the Partnership affairs may not be allowed to resign without justifiable reasons.
Article 10. Distribution of Profits
. In principle, the distribution of profits is made with KLAYs paid to this DAO according to the GC member reward structure provided by the Klaytn Foundation after deducting all expenses. It will be made on a daily basis according to the partner’s holding ratio of KoKLAY. The profits generated in relation to KLAYs supplied by the Klaytn Foundation to this DAO are not subject to distribution but may be used to pay for expenses. Details related to the distribution of profits may be changed in consideration of Klaytn's profit distribution policy, etc. In this case, the core team shall inform partners of the relevant matters in accordance with the Article 18 of this Articles.
Article 11. Retirement of Partnership
This Partnership Retirement is classified as follows:
(1) Voluntary Retirement: The partners can withdraw from this DAO at any time by applying for Unstacking; and
(2) Non-Voluntary Retirement: In the event of death, bankruptcy, commencement of adult guardianship, or expulsion of a partner, the partnership shall be ceased.
Article 12. Expulsion of Partners
(1) If a partner has committed any of the following acts, the expulsion of the partner may be made by the unanimous consent of all other partners:
Insufficiency of this Partnership’s qualifications or partners’ violation/non-fulfillment of obligations under this Articles;
Interfering with the works of this Partnership or having a significant adverse effect on the operation of this Partnership without a justifiable reason; or
Serious violation of any policies set by the core team in relation to the use of the community in this DAO.
(2) The core team shall notify the relevant partner without delay after the expulsion decision is made.
Article 13. Operating Cost of Partnership
A part of the profits generated in relation to KLAY deposited in Node of this DAO is used for the operating cost of this DAO. Expenditure details are disclosed to the partners every quarter.
Article 14 Duration of Partnership
This DAO shall exist in perpetuity unless dissolved in accordance with the laws or this Articles.
Article 15. Dissolution of Partnership
(1) This DAO may be dissolved with the consent of all the partners.
(2) If the total amount of KLAYs staked on this DAO Node is less than 5 million at the time the Klaytn Foundation's free deposit of 5 million KLAYs ends so that the GC qualifications become not met, this DAO may be dissolved.
(3) If it is difficult to continue this DAO due to revisions in the laws, instructions and recommendations from government and regulatory agencies, etc., this DAO may be dissolved.
(4) If this DAO is dissolved in accordance with this Articles, the staked KLAYs and remaining assets will be returned to the partners.
Article 16. Liability for Damages and Dispute Resolution
(1) If a partner causes damage to another partner or a third party due to a reason attributable to the partner, the partner shall be responsible for compensating for the damage caused to the other partner or the third party and indemnify this DAO and the other partners.
(2) The Partners shall not hold other partners or the core team members liable for damages that are not caused by this DAO, such as errors in the partners’ wallets or network inspection.
Article 17. Change of this Article
This Articles may be changed with an affirmative vote of not less than two-thirds of all the Partners.
Article 18. Notice
(1) All notices regarding this DAO will be made by posting on https://kommunedao.xyz \, and individual notices will not be made. Provided that, however, the notices pursuant the Section 2 of the Article 12 of this Articles shall be made in writing and by generally accepted methods, including e-mail.
(2) Partners shall check the matters noticed by the core team in relation to this DAO, and this DAO, other partners, and the core team shall not bear any responsibility for any disadvantages arising from the partners’ negligence on the notices.
Article 19. Governing Law
Any matters related to the establishment and operation of this DAO shall be governed by and construed in accordance with the laws of the Republic of Korea, and all disputes related thereto are subject to the jurisdiction of the Seoul Central District Court.
Article 20. Language
The Korean language version of this Articles and all other documents relating to this DAO shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any. Any other language versions of the documents are provided for convenience only.
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