THE CHARTER OF A DAO

XDAO

1. FORMATION

We, the persons whose data are set out in this Charter,

according to the Constitution of XDAO Labs, which is an association established by XGROUP GLOBAL PTE LTD (hereinafter “XGROUP”),

with the XDAO services, such as the web-site www.xdao.app (the “Site”) and Telegram mini application (the “App”) available at https://t.me/tonxdao_bot

hereby form [Cell’s name], a DAO-Cell established within the experimental legal framework of XDAO Labs’s Constitution (hereinafter the “DAO-Cell”).

The Constitution of XDAO Labs (hereinafter the “Constitution”) is available at:

https://www.xdao.app/xdaolabs/singapore/constitution_ed1_20250218.pdf.

Upon the DAO-Cell’s formation, XGROUP issues a digital certificate that contains the essential data on the DAO-Cell and verifies its formation. If there is a change in the rank of the Members or they changed the Cell’s Authorized representative, XGROUP shall issue an updated certificate to reflect upon the change, which shall be available at the Site.

The DAO-Cell shall be governed under the terms of its Charter, which shall not contradict the Constitution and the laws of Singapore.

Matters not provided for in this Charter shall be subject to the provisions of the Constitution and any other applicable law of Singapore.

Any other capitalized terms shall have the meaning attributed to them in the Constitution and XDAO Terms of use.

2. PURPOSE

The purposes of the DAO-Cell are as follows:

[ Cell’s purpose; берётся из описаний в анкете, например: Development of gaming communities… ];
Development of XDAO protocol, smart-contracts, services, and community;
Popularization of Web3, blockchain, DAO technology, and digital economy.

3. PUBLIC DATA

The DAO-Cell has no fixed office or place of business. Its activities are coordinated primarily through the designated blockchain and other electronic communications networks by its Members located throughout the world.

The DAO-Cell uses the following electronic communications:

Telegram: [ Nickname of Authorized Representative ]

4. LEGAL CAPACITY

a) DAO-Cell has legal personality within the framework of XDAO Labs in relation with its Members and Underwriting third parties that have accepted Section 10 of the Constitution by the means of contractual provision (see Section 5 “h”);

b) DAO-Cell grants its members limited liability in relations with other Members and Underwriting third parties;

c) DAO-Cell can be a legal owner of the assets within the framework of XDAO Labs;

d) DAO-Cell can engage into contracts within the XDAO ecosystem of i.e. it can make contracts only with:

other Members of XDAO Labs;
other DAO-Cells through their Authorized representatives;
third parties that have explicitly recognized section 10 of the Constitution in writing (the “Underwriting third parties”).

5. Definitions

Assets: any asset owned by the Member and expressly designated by him as the DAO-Cell’s asset (i.e. capital contribution); any asset obtained via the use of the Assets or as a third-party investment in the DAO-Cell; any asset of DAO-Cell’s treasury; rights obtained under contracts on behalf of the DAO-Cell; any intellectual property developed for the DAO-Cell. The Assets must be held and applied by the Members exclusively for the purpose of the DAO-Cell and in accordance with this Charter.

Authorized representative: a person authorized to make contracts on behalf of the DAO-Cell. The founding member appoints the first Authorized representative that lasts until replaced by the Vote of the Members.

DAO-Cell: a digital entity that exists within the legal framework of XDAO Labs in relations between its Members, and in relations with the third parties that have accepted Section 10 of the Constitution by the means of contractual provision (see Section 5 “h”).

Member: a person that signed this Charter with their blockchain wallet under the procedure established by XGROUP. The membership persists until the person’s Withdrawal or the DAO-Cell’s dissolution. Each Member of the DAO-Cell is also a Member of XDAO Labs association.

Resolution: a proposal made by the Member for a Vote aimed to govern the DAO-Cell’s affairs and property.

Vote: the process of making a Resolution effective via approval of other Members until the Quorum is reached. Each Member has 1 (one) vote.

Quorum: means that more than a half of the current Members voted the Resolution up, and, thus, made it effective.

Withdrawal: abandonment of the DAO-Cell’s membership, which is performed in the form of a voluntary resignation (via the App) or expulsion by the Vote of other Members.

6. Governance

a) The Members make joint decisions by simple majority vote, where each Member has one vote. The Vote takes place in the App and once the specific message reaches the quorum it becomes a binding Resolution or contract, which can be further published in a public chat or on XDAO web-site.

b) The Members jointly have the following powers:

appoint the Authorized representative;
manage and dispose the Assets;
accrue and distribute payments to the Members;
approve the join of new Members;
remove the Member from the DAO-Cell (expulsion by the Vote);
amend this Charter via the procedure specified by XGROUP (if any);
dissolve the DAO-Cell.

c) Each Member individually has the following rights:

propose a Resolution and Vote for them;
full access to business activities of the DAO-Cell; right to request full information on all matters affecting the DAO-Cell from any other Member, along with copies of documents related to the its activities that are within the reach of another Member;
carry out audit of the DAO-Cell at his own expense given that the auditors are effectively bound by non-disclosure agreements;
withdraw from the DAO-Cell (by the in-App function “Leave DAO”).

7. Contracts

a) The DAO-Cell can engage in contracts only with:

other Members of XDAO Labs;
other DAO-Cells;
third parties that have explicitly recognized section 10 of the Constitution in writing.

b) The DAO-Cell is liable to the third parties only with its Assets.

c) The DAO-Cell can request the assistance of XGROUP to carry out some deals with the third parties on its behalf.

d) The DAO-Cell makes contracts via its Authorized representative, who is initially appointed by the founding Member, which can be subsequently replaced by a Vote. If the Authorized representative leaves the ranks of the DAO-Cell, the Vote for succession shall be held before engaging in any further contract.

e) The Authorized representative shall make the contracts as instructed by other Members and may require a fee for his services before undertaking them.

f) The Members must indemnify the Authorized representative for expenses made during the course of his office if the expenditure was expressly authorized or was reasonably necessary in promoting the DAO-Cell’s purpose.

g) Contract-making procedure:

Before entering in a contract, the Authorized representative must disclose that he acts on behalf of the DAO-Cell, and make sure that the third party is aware about its quasi-entity nature, and about the experimental legal framework it belongs to. A copy of this Charter and the Constitution must be shared with the third party prior to any deal.

If the third-party is willing to make a contract with the DAO-Cell, the Authorized representative must include a dedicated section into the contract, according to which the third party recognizes section 10 of the Constitution, and is willing to be bound by its terms as if they were a Member, including the binding to the arbitration administered by “Pravda arbitrage” to any dispute arising out of that contract (hereinafter the “Arbitration clause”). The precise wording for the Arbitration clause shall be provided by XGROUP.

It is the personal responsibility of the Authorized representative to add the Arbitration clause to any contract in order to avoid unpredictable legal consequences, which may result in the liability with all personal assets under that contract.

h) Contracts that need approval:

The following types of contracts made by the Authorized representative must be pre-approved by the Members’ Vote:

to borrow money or other assets;
to dispose of the intellectual property;
to enter into a joint venture or technical or financial collaboration;
to appoint auditors;
to hire or fire employees;
to mortgage or otherwise encumber the Assets;
to release the DAO-Cell’s claims except for payment in full;
decisions affecting the unusual use or lending of the Assets;
to make a contract (or a chain of interrelated contracts) with their aggregated worth or risk exposure more than 1000 USD.

i) Contracts made beyond the contractual powers of the Authorized representative (ultra vires) do not bind the DAO-Cell unless the Members have not approved that deal. Such contracts bind only the person(s) who made and approved it, and they shall be liable to the DAO-Cell for any resulting loss or damage. The lack of the contractual power can be cured retroactively by the effective Resolution.

j) The Members must not:

issue any tokens associated with the DAO-Cell apart from governance or utility tokens;
issue any securities and publicly traded assets associated with the DAO-Cell;
violate the laws of Singapore.

8. Operations

a) Keep-informed rule:

The Authorized representative must notify other Members on all deals and contracts he made within a reasonable time but no later than a month after the contract was formed, and disclose all information relevant to the deals that he negotiated.

Every Member must account to other Members for any benefit derived by him without the consent of the other Members from any transaction concerning the use of the DAO-Cell’s Assets, name, or business connection. The fate of those profits shall be decided by the Vote.

b) Fiduciary duty:

The Member is expected to develop the DAO-Cell with care and due diligence, and exercise fiduciary duties in regard of the Assets, and shall be personally liable for loss or damage made as a result of breach of this Charter, fraud, malevolence, and gross negligence, or incompetence. No Member shall be liable for any mistake or error in judgment or act of omission done in good faith and reasonably believed to be within the scope of their authority conferred or implied by this Charter or the relevant Resolution.

c) Personal liability of the Member:

The Member can be held personally responsible only for the contracts that he/she voted up for or actively participated in their performance. Such responsibility lasts regardless of the DAO-Cell’s dissolution and the Member’s Withdrawal. The creditors of the DAO-Cell may apply for recovery of damages from the Member’s personal property if the damage was caused by the Member’s gross negligence, malicious intent, fraud, or the breach of this Charter.

d) Not-to-compete duty:

The Member shall refrain from caring on any business of the same nature as the DAO-Cell and from competing with the DAO-Cell while he is a Member and within 1 year after his Withdrawal.

e) Confidentiality:

The Member shall keep in secret the information related to the DAO-Cell if its disclosure may potentially be harmful to the DAO-Cell or its Members. The applied criteria: “Would the reasonable man acting in good faith disclose that data at the given circumstances?” and “Did it promote the DAO-Cell’s purpose?”.

f) Notifications:

All important or legally relevant notifications must be communicated to the Members via their Telegram accounts and e-mails. The notification is deemed to be received after 5 days after the e-mail was sent. Notices sent in that manner shall be deemed by the Members as legally equal to documents executed in writing in hard copies, which can be used as formal evidence. Those rules are applied to the messages sent by third parties as well.

g) Dissolution:

The DAO-Cell terminates itself when its last Member leaves its ranks. Before the dissolution the remaining Members shall cover all outstanding debts and perform all outstanding liabilities of the DAO-Cell with the remaining Assets. Any prior distribution of the remaining Assets between the Members is allowed only after the fair and effective attempts to fulfill the DAO-Cell’s obligations before the third parties were made.

9. Undertakings of the Members

All Members of the DAO-Cells are hereby bound by the following undertakings:

a) to recognize the DAO-Cell as a legal entity separated from the personality of its Members;

b) to recognize the contracts made by the Authorized representative of the DAO-Cell as legally binding (that includes contracts made by/with other DAO-Cells);

c) to refrain from recovering debts of other DAO-Cells from the personal assets of their members, except for the recovery of damages caused by the member’s gross negligence, malicious intent or fraud;

d) to recognize the procedure for formation of contracts provided by the Telegram mini application https://t.me/tonxdao_bot (via the approval of the in-App messages by other Members) and by EthSign or any other equivalent service via the application of the user’s blockchain signature to the document as legal equivalent to handwritten signature;

e) to recognize XGROUP as the trusted source of contracts formed by the DAO-Cell members via the App, once they have reached the quorum within the App. The contracts formed can be published in the App (in private or public chats) or on XDAO web-site;

f) to trust the KYC check carried out by XGROUP in case of doubt associated with connection of the blockchain address and Telegram ID with a person or entity;

g) to recognize the jurisdiction of the arbitration provided by “Pravda Arbitrage” with its web-site www.pravda-arbitrage.com over the disputes arising out of DAO-Cells’ formation, the contracts they engaged in, and internal disputes between the DAO-Cell members under the following terms of the arbitration clause:

“Any dispute, controversy, difference or claim arising out of or relating to the DAO-Cells’ formation and membership, the contracts they engaged in, and internal disputes between the DAO-Cell members, including the existence of contract, its validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to them shall be referred to and finally resolved by arbitration administered by “Pravda Arbitrage” under its Arbitration Rules in force when the Request of arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English or Russian language upon the defender’s choice. The fees and expenses of the arbitral tribunal shall be determined on the basis of the current Arbitration Rules.

The parties to the arbitration may submit a joint motion to refer their case to a state court or another arbitration institute upon their joint choice, which shall be granted.

For the purposes of sending written submissions and other documents the following e-mail address shall be used: info@pravda-arbitrage.com.

The Members agree to receive the notifications related to the arbitration via the e-mail or Telegram account used for joining the related DAO-Cell, e-mail used to contact the arbiter, or via the publishing on XDAO web-site at www.xdao.app. The notification is deemed received in 5 days when sent with Telegram or e-mail, or in 30 days when published on the Site.

The Parties hereby agree to be bound by and to execute the arbitral award.”

10. Miscellaneous

a) This Charter shall be construed according to UNIDROIT Principles of International Commercial Contracts and UNCITRAL Model Law on Electronic Commerce.

Matters not provided for in this Charter shall be subject to the provisions of the Constitution and applicable laws of Singapore.

b) Any dispute arising from performance hereof or relating to this Charter shall be resolved by the parties through friendly negotiation. If the negotiation fails, either party must submit the dispute to an arbitration of “Pravda Arbitrage” under the terms provided in Section 9 “g” of this Charter.

c) This Constitution constitutes the entire agreement of the Members relating to the subject matter hereof and substitute any oral and written agreements existing before the conclusion hereof. Invalidity of a provision hereof shall not render invalid other provisions hereof. Should any provision be deemed invalid, it shall be replaced with a valid provision, accounting for the purposes and motivations of the invalid provision.

d) Amendments to this Constitution shall be made in writing and be signed by all of the current Members.

e) The Members are aware that the legal forum for the DAO-Cell ecosystem may be changed in the future by XGROUP by shifting it under the frame of another association. In this case, the Members agree to fulfill the XGROUP’s request to redomicile their DAO-Cell under the frame of another association proposed by XGROUP.

11. Signing

This Charter shall be individually signed by the founding Member and all Members who subsequently joined to this DAO-Cell.

The collection of the Charter’s copies signed by all present and former Members shall form the actual Charter of the DAO-Cell, which is available via a private link.

The signing process occurs through the application of the Member’s private key to encrypt the digital copy of this Charter via the EthSign service. The applied signatures are available for the verification at https://app.ethsign.xyz/verify.

By signing this Charter, the signatory is also applying for the membership in “XDAO Labs” association. The signatory confirms that he/she has read and accepted in full the Constitution of “XDAO Labs” (edition №1), and is willing to join the “XDAO Labs” association.

End of the Charter

Signature section follows

This copy of the Charter has been executed with his/her blockchain account by:

Telegram Username: @username

Telegram ID: 5681783847

Wallet: UQBL...qorZY

Signature: [signature]

Date signed: 20.02.2025

This information must be repeated for each participant according to the original document

THE CHARTER OF A DAO

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