Section 1.1 - Status. LexDAO Club (referred to in this agreement as "LexDAO") is an unincorporated nonprofit association under Wyo. Stat. Title 17, Ch. 22 of the laws of the State of Wyoming.
LexDAO is not intended to be, and shall not be deemed to be, a partnership.
Section 1.2 - Purposes. LexDAO is organized to form a club of legal engineering professionals, united to innovate and bring the traditional legal settlement layer to code, and coded agreements to the masses. We believe that everyone deserves access to justice provided in a quick and efficient manner. If legal services were easier to use, verify, and enforce, we could live in a fairer world. Distributed ledger technology offers solutions to many problems in the legal space. Our mission is to research, develop and evangelize first-class legal methods and blockchain protocols that secure rules and promises with code rather than trust. We do this by training LexDAO-certified legal engineers and building LexDAO-certified blockchain applications. We strive to balance new deterministic tools with the equitable considerations of law to better serve citizens on a cooperative and nonprofit basis for the primary and mutual benefit of its members and common good.
Section 1.3 - Not a Law Firm and Not Your Lawyer. LexDAO is not a law firm and does not give legal advice. Any information or artifacts provided by LexDAO or its members does not, and is not intended to, constitute professional legal opinions; instead, all information, content, and materials are for general informational, academic commentary and educational purposes only.
LexDAO members, or users of any LexDAO resources, should contact their attorney to obtain advice with respect to any particular legal matter. No reader, user, or browser of any LexDAO Platform or LexDAO service should act or refrain from acting on the basis of information on this site without first seeking legal advice from counsel in the relevant jurisdiction. Only your individual personal attorney can provide assurances that the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation. Use of, and access to, LexDAO, any LexDAO Platform or any of the links or resources contained within the site do not create an attorney-client relationship between the reader, user, or browser and LexDAO Platform authors, contributors, contributing law firms, or committee members and their respective employers.
Section 1.4 - Cooperative principles. LexDAO shall operate in the spirit of cooperative principles framed by the 1995 General Assembly of the International Co-operative Alliance, including: (i) voluntary and open membership; (ii) democratic member control through distributed ledger smart contract voting management;; (iii) autonomy and independence of LexDAO; (iv) providing education, training and information; (v) cooperation with other DAOs and organizations; and (vi) concern for community.
Section 1.5 - Nondiscrimination. LexDAO and LexDAO Members shall not arbitrarily discriminate on the basis of race, nationality, religion, age, gender, sexual orientation, disability, political affiliation, or otherwise.
Section 1.6 - Decentralized Autonomous Organization (DAO). LexDAO is a DAO, an unincorporated association of individuals, entities, associations and/or other persons or groups of persons who all agree to join together in a common purpose. For LexDAO that purpose is encapsulated in our Mission Statement.
Section 2.1 - Eligibility. Membership as defined in Wyo. Stat. Title 17, Ch. 22 shall be voluntary and application open to any individual of at least 18 years of age whose purpose or intent is to contribute, to build, and to use the services of LexDAO, and is willing to accept the responsibilities and terms of membership.
Section 2.2 - Admission. The membership of LexDAO applicants will be granted or denied by vote, or as otherwise prescribed in the LexDAO Handbook (Operating System), upon the submission of required information on a prescribed application form, paying any required application fee, and contributing to LexDAO, as determined by the membership. LexDAO is a decentralized network of members and may admit or deny admission arbitrarily.
LexDAO will review, and make adjustments to the admission requirements based on its evolving needs. The current path to become a member and to signal members for a vote can be found in the LexDAO Handbook (Operating System), and may be updated from time to time.
Section 2.3 - Responsibilities. By accepting and retaining membership each applicant shall agree to use the services or Platforms of LexDAO on at least an occasional basis. Each member shall keep reasonably current in payment of any dues or membership fees and other financial obligations of membership. Each member shall ensure that they are able to receive communication via the e-mail address provided in their application, by other means provided in the application (including platforms such as Discord, Twitter, Github), or by other acceptable means they provide..
If you are engaging with LexDAO Platforms, you consent to contact and agree to become legally bound by this Agreement as both a LexDAO participant and a "LexDAO Member".
Section 2.4 - Limitations. Status as a LexDAO Member does not (and shall not be deemed to) create, and the LexDAO Membership rights do not (and shall not be deemed to) include, any authority, right or power on the part of a LexDAO Member to act as the agent, representative or attorney of or otherwise act on behalf of LexDAO or any other Member, to bind LexDAO or any other Member to any Contract or Liability or to convey any LexDAO property or any asset, right or property owned or held by or on behalf of LexDAO or any Member. Without limiting the generality of the foregoing, no Member shall be deemed to be the partner of LexDAO or any other Member. No Member shall state, purport, imply, hold out or represent to any person that such Member or any other Member has any such authority, right or power.
To the maximum extent permitted by applicable law, no Member shall be (or shall be deemed to be) liable for any liability of the LexDAO or any other Member. This shall not (and shall not be deemed to) create or imply any obligation of LexDAO or any Member to indemnify or compensate any Member from, or hold any Member harmless against, any Liabilities incurred by such DAO Member under any applicable law, in connection with the Member's participation in LexDAO or otherwise.
Section 2.5 - Revocation or suspension of status. A LexDAO Member may have their membership revoked or suspended through the vote of LexDAO Members or as prescribed in the LexDAO Handbook (Operating System) and may be banned from future membership. Any such revocation, suspension, or ban may be appealed as prescribed in LexDAO Handbook (Operating System) or to membership vote. References herein to the rights and entitlements of members shall be understood to refer only to members in good standing.
Section 2.6 - Access to information. Members shall have access to information concerning the operational and financial affairs of LexDAO. The LexDAO Handbook (Operating System) will describe the manner of access.
Section 2.7 - Settlement of disputes. To the extent allowable by law, all disputes may be settled by membership vote. In any dispute between LexDAO and any of its members or former members which cannot be resolved through informal negotiation, it shall be the policy of LexDAO to prefer the use of mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. Neither party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith. All Membership agree that there is a preference to settle disputes amongst members or between members and LexDAO via decentralized dispute mechanisms via smart contract protocols.
Section 2.8 - Transferability of Membership. Membership rights and interests may not be transferred. Any attempted transfer contrary to this section shall be wholly void and shall confer no rights on the intended transferee for member removal.
Section 2.9 - Withdrawal. A member may withdraw at any time upon notice to LexDAO through a vote to withdraw their membership and burn any related token. Said request will not be unreasonably denied and shall be deemed conclusively as the Members intent to withdraw from LexDAO.
Section 3.1 - Meetings. Meetings of members shall be held from time to time at the discretion of LexDAO Members.
Section 3.2 - Committees. LexDAO Members may form one or more committees (“Committees”) as described in the LexDAO Handbook (Operating System). Committees shall have only the authority given to them by the vote of LexDAO Members.
Section 3.3 - Notice of meetings and votes.. Notice of votes will be publicized in regularly scheduled meetings, via internet chat, and as further detailed in the LexDAO Handbook (Operating System). Any business conducted at a meeting of members other than that specified in the notice of the meeting shall be of an advisory nature only.
Section 3.4 - Quorum and Constitutional Revision. The LexDAO Handbook (Operating System) shall provide a written explanation of the voting mechanism and voting majority and quorum requirements of LexDAO. A supermajority (75%) vote with two weeks notice and a two-week voting period is required to update the constitution. A vote in such a prescribed manner will satisfy and supercede any governance voting requirement.
Section 3.5 - Voting. Each member in good standing shall have one and only one vote on each matter submitted to a vote of members. A record of the votes of LexDAO shall be maintained as designated in the LexDAO Handbook (Operating System).
Section 3.6 - Sybil Attack, Extraordinary Measures. In the event of an existential threat or attack/exploit, a member or committee that is granted authority by the LexDAO Handbook (Operating System) to operate governance may, at their discretion, temporarily discount a completed vote and schedule a revote with additional security measures in the interest of the sustainability and viability of the future of LexDAO. Such security measures may include the discounting of voting power of new members, discounting votes of undoxxed members, and requiring proof of humanity for vote eligibility.
Section 4.1 - Fiscal year. The fiscal year of LexDAO shall be the calendar year beginning January 1st and ending December 31st.
Section 4.2 - Indemnification. LexDAO shall indemnify LexDAO members that hold positions specified in the LexDAO Handbook (Operating System) who are duly operating in the interest of LexDAO, and may indemnify other persons as permitted under Wyoming law by a vote of LexDAO Members. Indemnification payments shall be made on a priority basis but only in such increments and at such times as will not jeopardize the ability of LexDAO to pay its other obligations as they become due.
Section 4.3 - Communication by electronic means. Unless otherwise required by law or by agreement, any notice, vote, consent, petition, or other oral or written communication required or permitted can be delivered by electronic means, provided that, in the case where such communication expressly or impliedly requires the signature of the person submitting the communication, means are in place to reasonably assure the authenticity of the signature.
Section 5.1 - Severability. In the event that any provision of this Constitution is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of this Constitution.
(a) “Contract” means any: (i) written, oral, implied by course of performance or otherwise or other agreement, contract, understanding, arrangement, settlement, instrument, warranty, license, insurance policy, benefit plan or legally binding commitment or undertaking; or (ii) any representation, statement, promise, commitment, undertaking, right or obligation that may be enforceable, or become subject to an Order directing performance thereof, based on equitable principles or doctrines such as estoppel, reliance, or quasi-contract.
(b) LexDAO Member A member or user, as admitted to the LexDAO membership in a manner consistent with the terms herein, whose membership is current and is not under any suspension, revocation, or ban.
(c) “LexDAO Property" means any Token or other asset, right or property licensed to or on deposit with or owned, held, custodied, controlled or possessed by or on behalf of LexDAO, including any Token on deposit with or held, controlled, possessed by or on deposit with the Designated Smart Contract.
(d) ”LexDAO Platform” means any website, platform, social media account, DAO interface, [insert others] [owned or controlled] by or on behalf of LexDAO.
(e) “Liability” means any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, inchoate derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles and regardless of whether such debt, obligation, duty or liability is immediately due and payable. To be “Liable” means to have, suffer, incur, be obligated for or be subject to a Liability.
(f) “Lien” means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, other possessory interest, conditional sale or other title retention agreement, intangible property right, claim, infringement, option, right of first refusal, preemptive right, exclusive license of intellectual property, community property interest or restriction of any nature including any restriction on the voting of any security or restriction on the transfer, use or ownership of any security or other asset.
(g) Undoxxed Member An anonymous or pseudonymous member who has not provided or made publicly available information to disclose their name and identity.