[A distributed autonomous community]
In this Constitution, if not inconsistent with the context, the words and expressions shall bear the meanings set opposite them respectively.
| Expression: | Meaning: | |
|---|---|---|
| 1.1 | Activation | means the protocol(s) prescribed by the DAC, whereby [Insert Token Name] tokens are activated, enabled and/or registered on or through the software and/or medium prescribed by the DAC, as a method by which, and for the purposes of, accepting or evidencing the acceptance of [Insert Token Name] tokens, and constituting and representing the holder thereof as a Member of the DAC and subject to the Constitution, to the extent of such [Insert Token Name] tokens held from time to time. |
| 1.2 | Administration Directive | means the prescribed powers, permissions, functions limitations, endowments and rewards designated to any Administrator, as amended, restated, supplemented or otherwise modified, from time to time, by Resolution |
| 1.3 | Administrator | means such person or entity designated as Administrator by the DAC, from time to time, and which shall act in conformity with such powers, permissions, functions and limitations, and shall be the recipient of any endowments or rewards, designated to the Administrator by the Constitution, Administration Directive(s) and/or Distribution Directive, from time to time. |
| 1.4 | [Insert Token Name] | means the [Insert Token Name] token, generated and distributed by or on behalf of the DAC, the acceptance and/or activation of which shall constitute the holder thereof as an Member, and which token shall allow such Member the utility prescribed by, and governed in accordance with, the Constitution including but not limited to access to and functionality within the DAC |
| 1.5 | Blockchain | or “distributed ledger technology” means a consensus of replicated, shared and synchronized digital data geographically spread across multiple nodes, sites, countries and/or institutions |
| 1.6 | Constitution | this Constitution as originally framed or as from time to time amended, restated, supplemented or otherwise modified in accordance with the provisions of the Constitution. |
| 1.7 | Custodian Council | means a representative and governance board of the DAC, which shall consist of [Insert Number of Custodians] persons (“Custodians”) appointed by the Members of the DAC, from time to time and in accordance with the provisions of the Constitution |
| 1.8 | DAC | means the decentralized autonomous community of Members, the operations and affairs and any assets and liabilities, held in common with each other Member of which community, shall be governed by and administered in accordance with, and subject to, the terms and conditions of the Constitution and shall be collectively referred to as “[Insert Name of DAC]” the “DAC”, or such other nomenclature as prescribed by the DAC from time to time |
| 1.9 | DAPP | means a decentralized application running on a blockchain |
| 1.10 | Distribution Directive | means the protocol(s) prescribed by the Constitution, as amended, restated, supplemented or otherwise modified from time to time by Resolution, prescribing the number, rate and manner of, the generation and distribution of [Insert Token Name] tokens by the DAC |
| 1.11 | Extraordinary Resolution | means a resolution, determination or decision consented to by not less than [Insert %] of the Members of the DAC casting votes on such resolution, determination or decision, in accordance with the provisions of the Constitution |
| 1.12 | Genesis Administrator | means the initial Administrator designated pursuant to the Constitution |
| 1.13 | Member | means the holder, from time to time, of [Insert Token Name] tokens following acceptance and/or activation, which Member shall, in common with every other Member, be a participant of the DAC with such rights and obligations linked to, and to the extent of, [Insert Token Name] tokens held by such Member from time to time, as prescribed by and governed in accordance with this Constitution |
| 1.14 | Person | means an individual, a corporation, a trust, a foundation, the estate of a deceased individual, a partnership or an unincorporated association of persons |
| 1.15 | Proposal | means a proposal submitted by a Member for consideration and determination of the DAC, in accordance with the provisions of the Constitution and/or any Proposal Directive |
| 1.16 | Proposal Directive | means the protocol(s) prescribed by the Constitution, as amended, restated, supplemented or otherwise modified from time to time by Resolution, prescribing the subject matter of, and the procedure, qualifications and mechanism for, the submission of Proposals by Members to the DAC for consideration and determination by the DAC |
| 1.17 | Quorum | when used in relation to Members means the minimum number of [Insert Token Name] tokens linked to votes cast by Members, in relation to any matter prescribed by the Constitution to be subject to the determination by Members, required to render such vote valid and when used in relation to the Custodian Council means the minimum number of Custodians present and able to cast votes, in relation to any matter to be subject to the determination by the Custodian Council, required to render such vote valid |
| 1.18 | Resolution | means a resolution, determination or decision consented to by a majority of Members of the DAC casting votes on such resolution, determination or decision, in accordance with the provisions of the Constitution |
| 1.19 | Special Resolution | means a resolution, determination or decision consented to by not less than [Insert %] of Members of the DAC casting votes on such resolution, determination or decision, in accordance with the provisions of the Constitution |
| 1.20 | Stake | when used in reference to the [Insert Token Name] tokens refers to the mechanism by which [Insert Token Name] tokens are rendered non transferrable by the holders thereof, and upon such terms (including slashing clauses, if applicable) and for such period, as prescribed by the Constitution and/or any Distribution Directive, Proposal Directive or Voting Directive |
| 1.21 | Tokens | means any cryptographically secured digital representation of a set of rights, including smart contracts, provided on a blockchain and includes any fractional part thereof |
| 1.22 | Voting Directive | means the protocol(s) prescribed by the Constitution, as amended, restated, supplemented or otherwise modified from time to time by Special Resolution, prescribing the subject matter of, and the procedure, qualifications and mechanism for, voting by Members, including but not limited to quorums, consensus and staking of [Insert Token Name] tokens |
| 1.23 | Website | means the website published and maintained by the DAC, and/or Administrator for and on behalf of the DAC, and hosted at [Insert URL] or such other URL as may be determined by the DAC from time to time, including any white paper published thereon |
| 1.24 | Written | or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode of representing or reproducing words in a visible form, including telex, telegram, facsimile, cable, electronic mail, hypertext or other form of writing produced by electronic communication |
1.25 Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in this Constitution, it shall equally, where the context admits, include the others |
1.26 A reference in this Constitution to voting in relation to Members shall be construed, unless otherwise stated, as a reference to voting by Members to the extent of the number of [Insert Token Name] tokens held by such Members, with the votes being allocated to the number of such [Insert Token Name] tokens being counted as voted, in accordance with the Constitution, and not the number of Members who actually voted |
1.27 Any resolution, determination or decision approved by Resolution, Special Resolution or Extraordinary Resolution shall be deemed a resolution, determination or decision of the DAC and shall be deemed authorized by, on behalf of and binding on each Member of the DAC, in common with each other Member, regardless of any individual assent or dissent by such Member to such resolution, determination or decision. |
1.28 Each Directive, as amended, restated, supplemented or otherwise modified from time to time, shall constitute a part of the Constitution and any reference to the Constitution shall include a reference to the Directive(s) thereof unless expressly stated otherwise |
1.29 A reference to money in this Constitution is, unless otherwise stated, a reference to the fiat currency of any nationality |
2.1 The DAC shall be a decentralized autonomous community governed by this Constitution and administered through the medium of blockchain technology.
2.2 The DAC shall be founded on the following core principles:
**2.2.1 [Insert Core Principles]
2.3 To the furthest extent permissible the provisions of the Constitution shall be interpreted in a manner consistent with the core principles.
3.1 Nature: [Insert Token Name] tokens shall, upon acceptance and/or activation, constitute and represent the holder thereof as an Member and participant of the DAC, to the extent of [Insert Token Name] tokens held by such Member from time to time, and shall enable Member to such utility linked to such [Insert Token Name] tokens, including but not limited to governance of the DAC and usage of [Insert Token Name] tokens within the DAC, all as prescribed by, and governed in accordance with, the Constitution.
3.2 Number: An initial supply of [Insert Number of Initial Tokens] [Insert Token Name] tokens shall be generated by, or at the direction of and on behalf of, the DAC and made available for distribution by the DAC, which initial supply and distribution shall be and is hereby adopted and ratified by each Member. Thereafter additional [Insert Token Name] tokens [may be generated by, or at the direction of and on behalf of, the DAC and made available for distribution by the DAC, in such number, at such rate and in such manner as prescribed by Distribution Directive from time to time] OR [shall be autonomously generated at the rate of [Insert Inflation Rate]] . .
3.3 DAC: Each Member shall be a participant of the DAC, entitled to such the rights, and subject to all such obligations, prescribed by the Constitution and to the extent of [Insert Token Name] tokens held by such Member from time to time, PROVIDED ALWAYS that such rights and obligations shall be inseparably linked to possession and control of [Insert Token Name] tokens and should any holder thereof lose possession or control of or over any such [Insert Token Name] tokens, such holder shall not be entitled to any rights, or be subject to any obligations, as aforesaid, to the extent of the [Insert Token Name] tokens over which possession or control was lost.
3.4 Rights of Members: [Insert Token Name] tokens shall entitle the holder thereof, from time to time, qua Member, to the following rights in proportion to the number of [Insert Token Name] tokens held by such holder as measured against the total number of outstanding [Insert Token Name] tokens from time to time or as otherwise prescribed by the Constitution from time to time:
(a) Rights prescribed by and pursuant to the Constitution, which rights shall be governed by and administered in accordance with the provisions of the Constitution.
(b) Right to Vote in the DAC on any matter requiring or permitting a vote of the Members of the DAC, as prescribed by and pursuant to the Constitution, which right shall be governed by and administered in accordance with the provisions of the Constitution.
3.5 Obligations of Members: Insert Token Name] tokens shall subject the holder thereof, from time to time, qua Member, to the following obligations in proportion to the number of [Insert Token Name] tokens held by such holder as measured against the total number of outstanding [Insert Token Name] tokens from time to time or as otherwise prescribed by the Constitution from time to time:
(a) Obligations prescribed by and pursuant to the Constitution, in common with each other Member, which obligations shall be governed by and administered in accordance with the provisions of the Constitution.
(b) Obligation of Governance by Member, in common with each other Member, to conform to the governance by, and administration in accordance with, the provisions of the Constitution on any matter relating to [Insert Token Name] tokens or the DAC, including but not limited to the obligation of compliance with any determination of the DAC effected in conformity with the Constitution, with respect to any aggregate and/or collective rights, obligations, assets or liabilities held by Member in common with each other Member of the DAC and, in that regard, any determination of the DAC with respect to same shall be deemed authorized by, on behalf of and binding on each Member of the DAC, in common with each other Member, regardless of any individual assent or dissent by such Member to such determination.
3.6 No Redemption: [Insert Token Name] tokens shall not be redeemable at the instance of the Member or DAC.
3.7 Voluntary Cancellation of [Insert Token Name] Tokens: [Insert Token Name] tokens may be "burnt" at the instance of any holder thereof, subject to and in accordance with this Constitution. Members wishing to "burn" [Insert Token Name] tokens shall be permitted to do so in accordance with the "burn transaction" prescribed by the DAC, by Special Resolution, from time to time. Upon "burning" of any [Insert Token Name] tokens, the rights and obligations of Member linked to such "burnt" [Insert Token Name] tokens shall terminate immediately and without more.
3.8 Transfer of DAC Tokens:
3.8.1 [Insert Token Name] tokens shall be transferable by any holder thereof by delivery of possession and control thereof.
3.8.2 Any transfer of [Insert Token Name] tokens shall be completed by acceptance thereof by a Member of the DAC and/or by acceptance and/or activation by the transferee thereof, with respect to such [Insert Token Name] tokens, in accordance with the Constitution.
3.8.3 Upon transfer of any [Insert Token Name] tokens, the transferor thereof shall cease to be an Member of the DAC to the extent of the [Insert Token Name] tokens transferred and the transferee shall be entitled, qua Member, to all the rights, and be subject to all the obligations, set out in the Constitution, to the extent of the [Insert Token Name] tokens transferred.
3.9 Member Information and Documentation: Upon request of or notification by DAC or any designee thereof, and from time to time, each Member shall immediately provide information and documents that the DAC or designee, in its/their absolute discretion, deems necessary to comply with the laws, regulations or rules of or in relation to any applicable jurisdiction or blockchain, including but not limited to judicial decrees, order, processes or arbitral awards. Such documents or information shall include, but not be limited to, certified copies of Member’s passport, utility bills, government identification cards, sworn statements and information and documentation relating to persons or entities affiliated with Member. Each Member expressly and irrevocably consents to the disclosure of such information and documentation, and the recording or making of copies thereof, required for compliance with any laws, regulations or rules of or in relation to any applicable jurisdiction or blockchain. Failure by an Member to immediately comply with any such request for information or documentation may result in measures taken by the DAC or designee against Member and/or [Insert Token Name] tokens held by such Member, including but not limited to the deactivating or unregistering of Member and/or [Insert Token Name] tokens held by such Member (including but not limited to any restriction on the functionality thereof), all in accordance with the Constitution from time to time.
3.10 Deactivating or Unregistering of [Insert Token name] Tokens: Where expressly permitted by the provisions of the Constitution, Member and/or [Insert Token Name] tokens may be deactivated or unregistered by further Resolution of the DAC whereupon any or all benefits accruing to such Member and/or the holder of such [Insert Token Name] tokens may be blocked, restricted and/or rendered inoperable, including but not limited to Right to Vote in the DAC PROVIDED ALWAYS no amendment, restatement, supplement or other modification of the Constitution, providing any additional basis for the deactivating or unregistering Member and/or [Insert Token Name] tokens, shall be effected other than by Special Resolution.
3.11 Joint Holders: If several persons exercise joint possession and control of any [Insert Token Name] tokens, then any one of such persons may exercise and/or give a receipt for any right linked to the [Insert Token Name] tokens held by such joint holders and such joint owners shall be jointly and severally subject to the obligations linked to such [Insert Token Name] tokens.
3.12 No Partnership, Joint Venture or Agency: Nothing in this Constitution and no action taken by any Member shall constitute, or be deemed to constitute a partnership, joint venture or any other association between the Members, and no action taken by any Member pursuant to this Constitution or otherwise shall constitute, or be deemed to constitute, any Member as the agent of any other Member or the DAC for any purpose whatsoever and no Member shall have, pursuant to this Constitution or otherwise, any authority or power to bind or to contract or to otherwise act in the name of or on behalf of any other Member or the DAC, all save and except as expressly provided in the Constitution and for the limited purposes thereof.
4.1 Members shall be entitled to vote on such matters and in such manner prescribed by, pursuant to and in accordance with the provisions of the Constitution, in proportion to the number of [Insert Token Name] tokens held by such Member and in accordance with and subject to the Constitution and any Voting Directive(s) from time to time.
4.2 Subject to the provisions of any Voting Directive, a quorum for the purposes of any vote of Members of the DAC prescribed by the Constitution and/or Voting Directive shall be [Insert Default %] of the outstanding [Insert Token Name] tokens, from time to time.
4.3 Members shall be entitled to vote on any matter requiring a Resolution, Special Resolution or Extraordinary Resolution prescribed by the Constitution and/or any Voting Directive from time to time, provided always that in the absence of any provision relating to any matter requiring a determination of the DAC, such matter shall be determined by Resolution.
4.4 Voting by Members on any matter prescribed by the Constitution and/or any Directive shall be in accordance with the procedure, qualifications and mechanism for voting, including but not limited to quorums, consensus, and staking of [Insert Token Name] tokens as prescribed by Voting Directive from time to time.
4.5 Any Member shall be entitled to submit Proposals for the consideration and determination of the DAC in accordance with the subject matter, procedure, qualifications and mechanism, including but not limited to staking of [Insert Token Name] tokens, as prescribed by Proposal Directive from time to time.
4.6 The usage of [Insert Token Name] tokens for the purposes of submission of Proposals by, and voting of, Members or any other purpose prescribed by the Constitution or Directive, shall be deemed the usage by the holder thereof, whether or not such usage was effected by such holder, any servant or agent thereof or any other person whether authorized or unauthorized.
4.7 Members shall be permitted to vote by proxy in the manner prescribed, and subject to, any Voting Directive from time to time.
4.8 The DAC may, by resolution, determine and appoint any person, including a person who is an Member, to act as agent for the DAC, for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the DAC pursuant to the Constitution) and for such period and subject to such conditions as the DAC may think fit, and any such appointment may contain such provisions for the protection and convenience of persons dealing with such agents as the DAC may think fit, such appointment including but not limited to the appointment of an authorized signatory for the DAC for the purpose of giving receipt and execution of any document or instrument.
5.1 Save for the Genesis Administrator designated by the Constitution, the DAC be at liberty, from time to time, to designate any person or entity as Administrator of and/or with respect to the DAC, and any such designation shall be by Special Resolution and in accordance with the provisions of the Constitution and/or otherwise provided by Administration Directive.
5.2 The powers, permissions, functions, limitations, endowments and rewards designated to the Administrator shall be as prescribed by the Constitution, Administration Directive and/or Distribution Directive, from time to time, and any Administrator designated by the DAC shall be required to act in conformity with such powers, functions and limitations, and shall be the recipient of such endowment(s) or reward(s) (if any), designated to the Administrator by the Constitution, Administration Directive and/or Distribution Directive.
5.3 The Genesis Administrator shall be as set out, and for such term as prescribed, in the Administration Directive, which designation shall be and is hereby adopted and ratified by each Member.
5.4 The Administrator shall, and shall be entitled to administer such utility, functionality, benefits and features in or with respect to or for the benefit of the DAC and/or the Members thereof and/or [Insert Token Name] tokens.
5.5 An Administrator (including the Genesis Administrator) may be dismissed, prior to expiration of any term of appointment, by Special Resolution of the DAC, whereupon all powers, permissions, functions, limitations, endowments and rewards designated to such Administrator shall cease. Any vacancy created by the dismissal or resignation of an Administrator shall be filled by Special Resolution of the DAC.
5.6 Subject to any Administration Directive, immediately upon determination of any matter by Resolution, Special Resolution or Extraordinary Resolution, the Administrator shall be permitted to publish on the blockchain (a) whether or not the matter has been approved or rejected by Resolution, Special Resolution or Extraordinary Resolution and (b) the number of votes in favour and against in reaching such determination with respect to such Proposal.
5.7 Subject to any Administrative Directive, the Administrator may, pursuant to Resolution of the DAC, and shall be permitted to cause the following records (“Records”) to be maintained:
5.7.1 Records of any Resolution, Special Resolution and Extraordinary Resolution;
5.7.2 such other accounts and records as the DAC considers necessary or desirable in order to record the status, usage and/or composition in relation to the DAC.
5.7.3 Any Records shall be kept at such place or places, and in such form (including electronic form) as the DAC, from time to time, determines by Resolution.
5.8 Any action taken by the Genesis Administrator arising out of or related to the constitution of the DAC, is hereby ratified by each Member.
5.9 The DAC may by Resolution, or otherwise by Administrative Directive, authorize the Administrator or any other person, from time to time, to do all acts, matters and things and execute all contracts, instruments, deeds and other documents, for and on behalf of the DAC and the Members thereof, and each of such Members.
6.1 The DAC may but shall not be required to, from time to time, determine to appoint a Custodian Council by Special Resolution.
6.2 The appointment of a Custodian Council shall be proposed in accordance with Proposal Directive, which Proposal may include matters to be determined by the Custodian Council during its term, the duration and emoluments of the Custodian Council, any provision for the removal of Custodians prior to the expiration of term and such other matters necessary and reasonable for the proper functioning of the Custodian Council, including whether the appointment of a Custodian Council shall be effected on a sequential basis or otherwise.
6.3 Any Custodian Council shall be elected by vote of the Members of the DAC, with the [Insert Number] candidates receiving the highest number of votes being appointed to serve on the Custodian Council. The form and procedure with respect to the nomination and voting for the appointment of a Custodian Council shall be as prescribed by Voting Directive from time to time.
6.4 Each candidate for appointment as a member of the Custodian Council must be a Member of the DAC.
6.5 Unless otherwise expressly stated in any Proposal, the term for the Custodian Council shall be limited to seven (7) days, whereafter the Custodian Council shall stand dissolved, without more.
6.6 During the term of any Custodian Council and unless otherwise prescribed in the Proposal approved for the constitution of the relevant Custodian Council:
(a) All matters to be determined by the Custodian Council shall be determined by a majority of the Custodians casting votes with respect to such matter at any meeting of the Custodian Council;
(b) Voting by the Custodian Council shall take such form and be in such manner as determined by a majority of the Custodian Council in writing and, in the absence of such determination, voting shall take the form of any discernable manner of voting (including but not limited to video, audio or electronic communication) at a meeting of the Custodian Council;
(c) The Custodian Council may meet, in person, by video or audio communication, electronic mail/messaging or such other or further means of communications, at such time and at such places as the Custodian Council may determine to be necessary or desirable;
(d) Each Custodian shall be given not less than twenty four (24) hours notice of any meeting of the Custodian Council, but such notice may be waived, in writing, by any Custodian;
(e) A Custodian shall be deemed present at a meeting of the Custodian Council if he participates in person, by video or audio communication, electronic mail/messaging or such other or further means of communication that allows the other Custodians participating in the meeting to be able to view, hear or otherwise interact with each other’s communications in real time;
(f) A quorum for any determination by the Custodian Council shall be a majority of the Custodians comprising the Custodian Council from time to time;
(g) Each Custodian shall have one (1) vote, with respect to any matters to be determined by the Custodian Council;
(h) Any Custodian shall be permitted to submit a proposal for determination of any relevant matter by the Custodian Council;
(i) The Custodian Council may, but shall not be required to, determine that specific issues substantially affecting or capable of substantially affecting the DAC shall be put before the DAC for determination by vote of Members;
6.7 During the term of any Custodian Council and notwithstanding any other provision of the Constitution:
(a) The operations and affairs of the DAC, including but not limited to the governance and administration of any assets and liabilities of the DAC, shall be vested, determined and managed by and through the Custodian Council, which shall hold and exercise all such powers pursuant to and in accordance with the Constitution, and for the purposes aforesaid, the Custodian Council may do all acts, matters and things and execute all contracts, instruments, deeds and other documents, for and on behalf of the DAC and/or the Members thereof, and/or each of such Members;
(b) The aggregate and collective rights of Members to and to determine the operations and affairs of the DAC, held in common with each other Member of the DAC, shall be and shall be deemed the operations and affairs of the DAC and shall be governed by and administered in accordance with the provisions of the Constitution;
(c) The aggregate and undistributed assets and liabilities of the Members, (if any) held in common with each other Member of the DAC, from time to time, shall be and shall be deemed the assets and liabilities of the DAC and shall be subject to, governed by and administered in accordance with the provisions of the Constitution;
(d) The aggregate and collective rights of Members to any claim, suit, defence or other chose in action, held in common with each other Member of the DAC, shall be and shall be deemed vested in and administered by the Custodian Council for and on behalf of such Members PROVIDED ALWAYS that any liabilities arising from the exercise of such rights shall be for the account of the DAC and/or the Members thereof in common with each other Member;
(e) Any action or omission by the Custodian Council and each Custodian thereof, pursuant to and in accordance with the provisions of the Constitution, relating to the operations and affairs of the DAC shall be and shall be deemed authorized by, on behalf of and binding on each Member of the DAC, in common with each other Member, regardless of any individual assent or dissent by such Member to such action or omission;
(f) Any acquisition or disposition of, or any other action or omission, relating to, the assets and liabilities of the DAC, by the Custodian Council and each Custodian thereof and pursuant to and in accordance with the provisions of the Constitution, shall be deemed authorized by, on behalf of and binding upon each Member of the DAC, in common with each other Member, regardless of any individual assent or dissent by such Member to such acquisition, disposition, action or omission;
(g) To the furthest extent permitted by any applicable law, any claims, demands, liabilities or any other recourse whatsoever, arising out or related to any act or omission of the DAC, the Custodian Council or any servant or agent thereof, shall be limited to the assets of the DAC, as exist from time to time, and there shall be no claim, demand, liability or any other recourse against or permitted against the Custodian Council or any Member of the DAC; and
(h) Any contract, agreement or other arrangement entered into by or on behalf of the DAC, by or through the Custodian Council or in any other manner permitted by the Constitution shall limit and restrict any claims, demands, liabilities or any other recourse whatsoever thereon to the assets of the DAC, as exist from time to time, and there shall be no claim, demand, liability or any other recourse against or permitted against the Custodian Council or any Member of the DAC.
7.8 The Custodian Council may determine and appoint any person, including a person who is a Custodian, to act as agent for the Custodian Council and/or the DAC, for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Custodian Council pursuant to the Constitution) and for such period and subject to such conditions as the Custodian Council may think fit, and any such appointment may contain such provisions for the protection and convenience of persons dealing with such agents as the Custodian Council may think fit, such appointment including but not limited to the appointment of an authorized signatory for the Custodian Council and/or the DAC for the purpose of giving receipt and execution of any document or instrument.
7.9 The Custodian Council may act notwithstanding any vacancy in the Custodian Council caused by the removal or resignation of a Custodian during the term.
7.10 Upon the expiration of the term of any Custodian Council any determinations, actions or agreements effected by the Custodian Council during such term shall continue thereafter to bind the operations and affairs of the DAC (including but not limited to the assets and liabilities of the DAC) and Members thereof, as if such determinations, actions or agreement had been effected by Resolution, Special Resolution or Extraordinary Resolution of the DAC, as applicable.
7.11 Each person acting or having acted as Custodian pursuant to this Constitution shall be entitled to indemnification out of the assets of the DAC, against all expenses, including legal fees, and against all judgments, fines, damages and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings, arising out of or related to his appointment as Custodian.
8.1 All decisions, transactions and/or accounting for the DAC shall be viewable by all Members on the relevant blockchain.
9.1 Subject to any provision to the contrary in the Constitution, the DAC may be, and in the manner determined thereby, voluntarily wound up and dissolved by Extraordinary Resolution and, upon completion thereof each Member shall be immediately and without more be released from any obligation, and shall no longer be entitled to any rights, pursuant to the Constitution.
10.1 Any agreements, notices, disclosures and other communications provided or to be provided to Members pursuant or with regard to the Constitution may be provided to Members by publication on the Website or dissemination in electronic form or in such other form or manner as determined by Resolution from time to time and, immediately upon such publication or dissemination, each Member shall be deemed to have notice thereof.
11.1 Informal Dispute Resolution: Members shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with the Constitution or the DAC, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (“Dispute”). If the parties to any Dispute are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all parties thereof, such Dispute shall be finally settled by Binding Arbitration, as defined hereinafter.
11.2 Binding Arbitration: Any Dispute not resolved within 90 days as set forth hereinbefore shall be referred to and finally resolved by arbitration under the [Insert Default Arbitration Rules] rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties to such arbitration. The number of arbitrators shall be one, who shall be selected by the parties to the arbitration. The seat, or legal place, of arbitration shall be [Insert Seat of Arbitration] and shall be located in [Insert Place of Arbitration]. The language to be used in the arbitral proceedings shall be English. The governing law, for the purposes only of the interpretation and constructions of the provisions of the Constitution, and the contractual relations created thereby, shall be the laws of [Insert Governing Law of Arbitration]. The arbitration award shall be final and binding on the parties thereto (“Binding Arbitration”). Each Member undertakes to carry out any award without delay and waive its right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. Without prejudice to any indemnification provision of the Constitution, each party to arbitration shall pay their respective attorneys’ fees and expenses.
11.3 No Class Arbitrations, Class Actions or Representative Actions: Any dispute arising out of or related to the Constitution shall be personal to the parties to the arbitration and shall not be brought as a class arbitration, class action or any other type of representative proceeding. There shall be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, and to the furthest extent permitted by applicable law, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
12.1 Save as otherwise provided in this Constitution, the DAC may by Special Resolution make, amend, restate, supplement or otherwise modify any provision of this Constitution and same shall thereupon and without more be effective and binding on or against each Member of the DAC but PROVIDED ALWAYS the DAC may make, amend, restate, supplement or otherwise modify any provision of any Directive by Resolution or such other manner stipulated by the Constitution.
13.1 The governing law for the purposes only of the interpretation and construction of the provisions of the Constitution, and the contractual relations created thereby, shall be the laws of [Insert Governing Law of Constitution].
14.1 The Constitution, including any exhibits attached hereto, materials incorporated herein by reference and material issued pursuant to the provisions of the Constitution from time to time, constitutes the entire agreement between the parties hereto and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between such parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any Member or the Administrator or any member, officer, director, consultant, advisor, parent, subsidiary affiliate, servant or agent, past, present or future, thereof.
14.2 If any of the provisions of the Constitution are deemed to be invalid, void or unenforceable under any applicable law, the remaining provisions shall continue in full force and effect.
14.3 By acceptance of [Insert Token Name] tokens, Member expressly acknowledges, accepts, agrees and shall be and shall continue to be subject to the terms and conditions of the Constitution, as amended, restated, supplemented or otherwise modified from time to time.
15.1 The Constitution is and is intended to be binding by and between each Member, from time to time, inter se.
Last Modified March 11th, 2019