[DAO Discussion] Wonderland DAO Amendment

Good DD, obviously some points to be clarified but I don’t need to repeat what has already been mentioned. Thanks Catalyst for putting in the work! Has also been great reading the respectful and constructive discussion happening here.

I was wondering why hold a re-election of the members every year? Haven’t seen that model in traditional funds or businesses. Management should imo be voted in either indefinitely or at least for a longer timeframe to ensure continuity and that management can work in peace with a long term view.

My worry is that otherwise this could end up like the political landscape with decisions being made for short term political capital for the next election and significant time spent on campaigning every year instead of actually doing the job. Talking about the structure here irrespective of the suggested people who I don’t see behaving like this but who knows who will occupy those roles in 20 years.
But also I’d like to save them and the investors the pain of having to go through a vote every year just to keep their jobs. If anyone does a bad job, there is always the NCV route that is available anytime.

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Thank you Luffy, I agree some points need clarification and I’m grateful for the community’s participation in this proposal. Your point is well taken, and, considering what happened with the campaign and the election of the OO, I must concede that you may be correct.

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This comes across as you wanting the community to approve you all to just rewrite our bylaws and governing articles without oversight and then present them to us later. Is this the case?

I keep reading comments from team here that this initiative was started as DD because it is going to be a lengthy and detailed process with the community, to make sure we get it all in there together. It comes across in the comments that the team is taking input to build these documents alongside us. But your argument is in contrast to that; it’s seems like asking the DAO to give the team authority to write it yourselves for us, after we’ve already abolished all past governance. Again, this is why I am confused by this initiative. It’s either gonna be a lengthy and detailed process with the community involved, ensuring everything is included like the information in a limited partnership agreement or an operating agreement - or it’s designed to give the team more freedom to make those documents for us (with all past governance already abolished).

If this initiative has the goal of getting our docs and bylaws in order for better corporate efficiency and regulatory compliance, I think it would be absolutely ordinary for “The Board” to be involved in that process and to approve every last article that is inserted into the all encompassing governing bylaws of the organization. Yeah, the team is supposed to work with experts to draft things that would be recognizably secure articles - for both members and managers - and submit them to “The Board” to approve along the way - until we have a thoroughly revised, legally secure, reasonably compliant Full Governing Articles. After these articles are submitted to “The Board” and approved by the board, Then the managing members get to do what they do best, based on Those Governing Documents. Not the other way around.

You’re asking to be given fairly free reign to construct the documents that will govern Your actions, hold You accountable, and ensure the integrity and secure of Our assets. It’s not responsible to put that authority in your hands, it’s not responsible of You to ask for that authority. Get a lawyer, have the lawyer draw up our docs and submit them to us - no need for our new, fairly inexperienced team to be given authority to make it themselves (with past governance abolished while they do it). If I was in your position, I would not accept that kind of responsibility, because I recognize that I am not a legal expert in corporate structure or financial regulations and I was literally tasked with finding an expert to do that for the DAO.

I do understand presenting this concept to the DAO, and being like “hey we’re going to get lawyers to draft us new governing bylaws, this is the kinda stuff we’re gonna have them start with”. And then the community adds their two cents like “oh, make sure the lawyers keep xyz in mind, it’s not mentioned here” and “what about a, b, and c? Are the lawyers going to include that too?”. Of course there would be questions about pay and misunderstandings, but the conversation would be very specifically focused on: What we’re asking our legal representatives to draft for us.

If us non-experts are going to try and figure this out together without legal representatives leading the conversation, it’s simply not secure for us to abolish all past governance in one fell swoop, especially not to then have the team write us new governance articles.

If any member of the team would like assistance in drafting a standard Limited Partnership Agreement, Operating Agreement, Bylaws, or other various corporate documents that would be ordinary for a fund to have as their bedrock bylaws - I am more than happy to provide any assistance in that area.

I am not a corporate lawyer or a legal expert by any stretch of the imagination, but I am familiar with their contents and the processes involved in constructing them. If there is a goal to save some dough by constructing some of these standard documents ourselves, I can also understand that objective and would be thrilled to take this seriously with any member(s) to get things drafted before we hand it to a lawyer to do for realz.

If the goal is to head for closer corporate structure and compliance, we should focus on the standard documents that will provide us those, not try to “reinvent the wheel” by trying to write some version of them ourselves with only the information we feel like including.

I’ve started a Google Doc that lists out most articles in a standard fund’s bylaws, linked below. I’ve filled it out mostly with information I had laying around but fill in a couple more blanks and we’re pretty close to having something I’d send to a lawyer to make sufficient.

This plus a Limited Partnership Agreement (mostly to protect the team) would have us well on our way to being compliant and secure.

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It seems that I did not make myself clear, and I apologize for any misunderstanding.

Several flaws exist in the current system and governance, and valuable time has already been lost. The forum has security risks. I’m monitoring, filtering and deleting bot accounts every day that were created to manipulate votes. Considering redemption is fast approaching and considering the risk to our Treasury if whitelisted wallets redeem, we cannot afford to spend months reforming through WIPs.

Please allow me to clarify. No, we are not intending to ignore everything that has been built and do whatever we wish. It would take months to fix the current system, piece by piece, with the assistance of a law firm at every stage. It would take at least two full RFC/WIP/Vote processes before we could even consider hiring one.

This wasn’t meant to be a long and detailed process. We have wasted a lot of time with lengthy processes and paid dearly, but I will be seeking feedback from the holders along the way. Hence, it has been posted as a Discussion. I anticipate that this proposal will be available for voting during the redemption period in order to ensure that no holder will feel trapped if there is a clear heading, either in favor or against the proposal and to ensure after the redemption period we will be able to safeguard the Protocol and work towards a new, better, system.

Matt, this is a governance proposal for the holders, the DAO. I am not sure who you mean by “us”, but I would like to make a clear distinction between “Community” and “Holders”. Our job always have been to to provide value and security to holders. If the Holders decide through an official voting process that this is not the right way we will reconsider, and try our best to continue doing our jobs using a different plan of action.

In my opinion, such document should be drafted with direct legal assistance, however, I greatly appreciate the initiative. Brainstorming and preparation is good… :heart:


It is important for me that you understand what is at stake and there are no misunderstandings, regardless of whether you agree with me or not.

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I have read the proposal and most of the comments and will wait for the RFC before making a specific comment. I support the initiative! :vulcan_salute:

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Topic has been moved to RFC:
https://dao.wonderland.money/t/rfc-wonderland-dao-amendment/20187