MonkeDAO

Bylaws v2.0

Article I: NAME

The name of this organization is MonkeDAO (the “DAO”).

Article II: MISSION STATEMENT

To provide unparalleled value to our members and the Solana ecosystem through community-led projects, connections and innovations.

Article III: MEMBERSHIP

1. The person with verified control of a wallet which holds at least one Solana Monkey Business Gen2 NFT shall be considered a “full member”.
2. The person with verified control of a wallet which holds at least one NFT issued by MonkeDAO which grants access to a subset of the DAO’s services shall be eligible for a limited membership.
3. Only full members are granted voting rights.
4. Only full members are eligible for Executive Team membership (either elected or appointed).
5. If a member’s wallet loses verified control of the relevant NFT, they will be removed from the organization.

Article IV: DUES

There are no dues for membership. This can only be changed by majority vote of the DAO.

Article V: EXECUTIVE TEAM

Section 1. Members

1. The Executive Team shall consist of nine (9) Executives, including the Chief Executive Officer (the “CEO”).
2. Four (4) Executives shall be appointed by the CEO to serve the DAO in a “full time” capacity (each, an “Appointed Executive,” and, collectively, the “Appointed Executives”).

   i. An Appointed Executive may only be removed (i) by the CEO for cause (e.g., violations of the Code of Conduct, or failure to perform); or (ii) by the DAO through a “Governance Proposal” passed in accordance with the MonkeDAO Vote Proposal Process.

   ii. Upon removal of an Appointed Executive, the CEO shall have the authority to appoint a replacement as soon as is practicable.

3. In accordance with the process set forth in Art. V § 4; four (4) Executives shall be elected for fixed terms, specified at the time of the election, with a minimum term of 6 months (each, an “Elected Executive,” and, collectively, the “Elected Executives”). 

   i. Elected Executives shall help set the strategic direction of the DAO, give support when needed to the CEO and Appointed Executives, and provide checks and balances representative of the will of the DAO’s membership.

   ii. An Elected Executive may only be removed prior to the end of their term by the DAO through a “Governance Proposal” passed in accordance with the MonkeDAO Vote Proposal Process.

   iii. In the event of a vacancy within the Elected Executive positions, the remaining Elected Executives may vote to appoint a replacement.

4. If an Executive Team Member loses full membership, they have 48 hours to regain full membership or they will be removed from the Executive Team and their Executive Team seat will become vacant.

Section 2. Advisors

1. The CEO may appoint any full member to an Advisor position to help meet the strategic needs of the DAO.
2. Advisors do not have voting rights for Executive Team votes.
3. Advisors do not have the authority to communicate information on behalf of the Executive Team without prior approval.
4. Advisors with special mandates (e.g., Communications) may be given specific authorization to disseminate information from the Executive Team to the DAO’s members.
   

Section 3. Duties

1. The main responsibility of Executives is to represent the wishes and interests of the DAO’s members. These wishes can be measured via DAO-wide votes, discussions, social events, etc.
2. The Executive Team, led by the CEO and in consultation with any Advisors, are responsible for strategy, oversight, and engaging any necessary contractors or organizations to oversee aspects of the DAO’s operations.
3. Executives must have a fiduciary duty towards the DAO and avoid Conflicts of Interest. An Executive must promptly disclose all Conflicts of Interest to the Executive Team. For purposes of this Article V § 3.4, “Conflict of Interest” means any situation or circumstance when an Executive’s direct or indirect personal financial interests may compromise, or have the appearance of compromising, the Executive’s professional judgment or behavior in carrying out their obligations to the DAO. For the avoidance of doubt, “Conflict of Interest” includes indirect personal financial interests of an Executive that may be obtained through third parties such as an Executive’s immediate family, business relationships, fiduciary relationships, or investments.
4. Executives should encourage participation of all members in votes, projects, discussions, events, etc.

Section 4. Election of Executives

1. At the end of each Elected Executive’s term, an election shall be held to fill that position for the following term.
2. All full members are eligible to vote during an Executive Team election.
3. Executive Team elections shall consist of two phases:

   i. Nominations

   ii. Voting

4. All full members are eligible to nominate themselves during the nominations period.
5. After the nominations period, all valid nominees shall be presented as options during the vote.
6. The top vote recipients equal to the number of Board seats available shall be elected to the Board.

Section 5. Executive Team Proposals and Votes

1. The Executive Team has the authority to bring any proposal directly to the DAO’s membership.
2. The Executive Team may hold private votes within its voting members, and the CEO may, at their discretion, permit any Advisors to observe such private votes (including any Executive Team meetings related thereto). 
3. The results of any Executive Team votes should be made available to the DAO within one (1) month of the vote taking place, including context of what was voted on, and how each member voted. If the Executive Team agrees that the content of the vote must remain confidential, then the context section of the disclosure can include redacted portions, along with a promised date for when the full context shall be released.
4. Each Executive shall have equal voting power within Executive Team votes.

Article VI: MANAGEMENT

Section 1. Chief Executive Officer

The DAO, by majority vote, may vote to delegate the management of the DAO’s affairs and operations to a CEO, as assisted by an Executive Team. The CEO has primary responsibility for managing the operations of the DAO and, in consultation with the Executive Team and any Advisors, is responsible for setting the strategy for the DAO and for executing on such strategic direction.

Section 2. Powers of the CEO

1. Subject to Article VI § 3 below, the CEO is authorized, on the DAO’s behalf, to make all decisions as to:

   i. the management of all or any part of the DAO’s assets;

   ii. the identification and appointment of the Appointed Executives;

   iii. the engagement of and/or contracting with persons, firms, or corporations for the operation and management of the DAO’s business; and

   iv. entry into partnerships, agreements with vendors and suppliers.

2. Subject to Article VI § 3 below, the CEO is further authorized to execute and deliver:

   i. all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting DAO assets;

   ii. all checks, drafts, and other orders for the payment of the DAO’s funds;

   iii. all promissory notes, loans, security agreements, and other similar documents; and

   iv. all other instruments of any other kind relating to the DAO’s affairs

3. The CEO may grant any authority provided for in Article VI § 1 & 2 to an Appointed Executive, Elected Executive, or Advisor, provided such delegation of authority is documented in writing and shared with the Executive Team prior to taking effect.

Section 3. Restrictions

1. The Executive Team must approve by vote with a simple majority, any CEO decisions involving:

i. the borrowing of money, or taking on any form of long-term debt, or the granting of security interests in the DAO’s assets;

ii. the pre-payment, refinancing, or extension of any loan affecting the DAO’s assets;

iii. the compromise or release of any of the DAO’s claims or debts; and

iv. any purchase or use of assets involving the use of over 10% of the DAO’s net assets.

Section 4. Removal of the CEO

The CEO may be removed by the DAO through a “Governance Proposal”, passed in accordance with the MonkeDAO Vote Proposal Process.

Section 5. Compensation

There will be a special committee (compensation team) that does not include any members of the executive team (either appointed or elected). They may set compensation for the CEO as well as appointed and elected Executives proportionate with the value of these services.

Article VII: VOTING

1. Any full member may raise a proposal to the organization in the channels provided by the DAO.
2. Proposals shall follow the MonkeDAO Vote Proposal Process.

Article VIII: TREASURY

1. The DAO’s cryptocurrency assets (“the treasury”) must be held in a multi-signature wallet. The signatures for the wallet must correspond to voting tokens held by each of the Executive Team members, with voting weights in accordance with Article V § 5.
2. The Executive Team may pass proposals to set aside discretionary spending amounts held outside of the multi-signature wallet for easy access and quick movement by the appointed executives.
3. All treasury transactions must be publicly disclosed.
4. The DAO’s fiat assets must be held in a bank account controlled by the DAO, or by a corporate entity owned by the DAO. Any DAO owned bank accounts must be accessible only to an authorized financial officer, or if none is appointed, the CEO.

Article IX: COMMITTEES

The Executive Team may set up committees composed of DAO members to oversee and/or contribute to particular topics of DAO operations.

Article X: CODE OF CONDUCT

All members shall abide by the Code of Conduct.

Article XI: MEMBER DISCIPLINE

The Executive Team, by supermajority (66%) vote, may adopt policies and procedures for disciplining members and potentially removing members from the DAO for violations of the Code of Conduct.

Article XII: AMENDMENTS

Changes to these bylaws may only be made in accordance with a successful DAO vote according the “Governance Proposal” category requirements from the MonkeDAO Vote Proposal Process.