1. CORE PRINCIPLES
1.1. This decentralized autonomous community (“DAC”) shall be known as VIGOR DAC and is governed by this Constitution, administered and upheld through the medium of blockchain technology. The hash of the text of this Constitution is permanently recorded on the blockchain and can be amended only with the methods and requirements stated herein.
1.2. VIGOR DAC is founded on the following core principles, missions, values and aims:
a) Building, developing and maintaining open-source software centered around the ideas expressed in the VIGOR Whitepaper: VIGOR DAC shall always strive to ensure that it is able to build open source software for EOSIO software driven blockchains, or other chains as decided. VIGOR DAC should focus efforts on building out, maintaining, running, safekeeping, code of the VIGOR protocol and all related Smart Contracts, software platforms specified in the VIGOR Whitepaper and forthcoming patents. The main underlying purpose should always be creating and maintaining decentralized finance (DeFi) solutions. The DAC will never own in any way the VIGOR Protocol or its Smart Contracts, which are open-source and living permanently on-chain in a fully decentralized fashion.
b) Openness and Transparency: All decisions made by the VIGOR DAC governance structures and all its operations will be open and transparent and are permanently recorded on the blockchain. No single actor and/or individual has the power to censor the protocol.
c) Fairness: VIGOR DAC shall treat all members fairly, reward contributions appropriately and keep a non-profit policy. No single voting member should have less information about a decision than others.
d) Decentralization: VIGOR DAC will strive to be decentralized with no central points of failure and it will strive for perpetuity, not being vulnerable to shutdown by any single or few actors or individuals, and being financially self-sufficient for its entire duration.
e) Delegated Mutability: The VIGOR protocol should only be upgradable through the Multisignature consensus of its Custodians.
1.3. To the furthest extent permissible all the following provisions of this Constitution shall be interpreted in a manner consistent with the core principles expressed in this article.
2. MEMBERSHIP
2.1. Membership is the result of the digital signing of the Vigor DAC Constitution as permanently registered on the blockchain. Anyone having the legal capacity to do so is welcome to join as a Member.
2.2. Membership is a mandatory prerequisite for using in any way the VIGOR protocol.
2.3. Membership is a mandatory prerequisite to be eligible as a Candidate of VIGOR DAC.
3. CANDIDATES
3.1. Candidates are Members that intend to be eligible to become Custodians.
3.2. For a Member to register as a Candidate, they must stake an amount of VIG tokens, the staking amount is configurable by DAC proposal, candidacy allowing them to receive votes from Custodians and if garnish enough votes can themselves cast votes to elect Custodians.
3.3. Candidates can anytime withdraw from their candidacy and be able to unstake the VIG amount ex 3.2 above. This action will be permanently recorded on the blockchain.
3.4. Candidates can be forcefully removed by the Custodian Board with or without reason and this action will be permanently recorded on the blockchain. Candidates that are removed cannot unstake the VIG ex 3.2 above until after a certain stake lockup period is passed. The Custodian Board can set stake lockup period. Candidates removed in this way will still remain valid Members but will not be able to stake again to become a Candidate for the following 6 calendar months.
4. CUSTODIANS
4.1. Custodians for the next period are elected by vote of the current Custodian Board, amongst the existing pool of registered Candidates, a configurable number of Candidates receiving the highest number of votes being appointed to serve as Custodian. The Candidates so elected constitute the Custodian Board. In the event of a tie, priority will be alphabetical by account name.
4.2. Each Custodian is entitled to cast a certain number of votes (a configurable number by DAC proposal) to elect the Custodian Board for the next period. Each voter is limited to casting one vote per recipient.
4.3. The Custodian Board takes any decision only and exclusively through a software function called a “Proposal”. Each Custodian is entitled to issue a Proposal on any topic to the Custodian Board, including involving expenditure of fiat or crypto holdings of any kind, removing Candidates or Custodians, changing the smart contract and so on without any limitation, as long as such Proposal is compatible with the VIGOR DAC Core Principles and overall with this Constitution.
4.4. Each Custodian is entitled to sign the approval of any given Proposal. Each proposal requiring a minimum threshold of required approvals before execution.
4.5. The Custodian Board can change any and all software configurations of the DAC, as long as they do not impact or change in any way what is stated within this Constitution.
4.6. Votes to elect Custodians are tallied once per period. The period length is configurable by the Custodian Board. Each Custodian shall therefore hold office for the term of one period, commencing whenever anyone successfully calls the “newperiod action” on the DAC smart contract which is callable, or executable, at a frequency of at most once per period without any required permissions.
4.7. Any participation reward or other compensation for Custodians is allowed and will be established only by the Custodian Board. Participation rewards must be proportional to the actual work and responsibility of each Custodian and as decided by the Custodian Board and must be consistent with the existing cash flow derived from the VIGOR DAC Source of Income as stated in article 7 below.
4.8. Custodians who die, resign, or are removed by DAC proposal immediately terminate their office, but any vote already cast by that Custodian in that period, prior to such termination, will still be valid.
4.9. A vacancy in the Custodian Board shall immediately be filled, for the remainder of the term, by the automatic appointment of the Candidate holding the highest number of votes on the candidate voting roster, but not currently serving as a Custodian, at the time of the creation of the vacancy.
4.10. Without prejudice to the appointment of a replacement Custodian ex 4.9 above, the continuing Custodians may act notwithstanding any vacancy in the Custodian Board, save that where the number of Custodians is reduced below the number fixed by or pursuant to this Constitution as the necessary approval threshold for the Custodian Board, and no Replacement Custodian is available, the continuing Custodian or Custodians may appoint directly new Custodians to fill any vacancy that has arisen by proposal.
4.11 Custodians can resign or be removed by DAC proposal from the VIGOR DAC and this action will be permanently recorded on the blockchain. Custodians that are removed or resign cannot unstake until after the stake lockup period which is configurable by DAC proposal. Removed Custodians will not be able to join again before 6 calendar months.
5. CUSTODIAN BOARD RESPONSIBILITIES
5.1. The operations and affairs of VIGOR DAC, including but not limited to the governance and administration of its assets and liabilities, shall be vested, determined and managed by and through the Custodian Board, as constituted from time to time, which shall hold and exercise all such powers pursuant to and in accordance with this Constitution and its Core Principles, and for the purposes aforesaid, the Custodian Board may do all acts, matters and things, and execute all contracts, instruments, deeds or other document, whatsoever and wheresoever, for and on behalf of the VIGOR DAC.
5.2. The Custodian Board may, with or without reason, remove another Custodian or Candidate through proposal.
6. LEGAL REPRESENTATION
6.1. VIGOR DAC is not a legal entity outside of its platform, and therefore it can setup an external entity with legal representation if it is in its best interest and according to this Constitution.
6.2. The entity so created must be publicly accessible, transparent and non-profit in nature and must agree to uphold the Core Principles of this Constitution.
6.3. The entity can be setup in any Country/Jurisdiction as long as it is legal, provides liability and patrimonial separation and upholds this Constitution.
6.4. The Custodian Board will elect up to five Custodians, Candidates or Members to act as members, directors or trustees with decisional powers over the legal entity. These five Members will be elected for a term length decided by the Custodian Board and can be removed with or without reason from the office of this legal entity – without prejudice of their position within the VIGOR DAC – by vote of the Custodian Board. The five Members must regularly report to the Custodian Board on any activity of the legal entity.
6.5. The legal entity will not own nor have any control over VIGOR DAC itself or over the Vigor Protocol or Smart Contracts, which are open-source and fully decentralized.
6.6. If required by the laws and regulations of the jurisdiction/Country in which the legal entity is based a third-party independent Director and/or Trustee can be nominated as needed but final authority will always reside in the five Members nominated by the Custodian Board.
6.7. Any Custodian, Candidate or Member applying for a position as one of the five Members of the legal entity will be subject to strict KYC and AML checks and can be refused or rejected by the entity’s third-party independent Director and/or Trustee and/or Corporate Services Provider without reason.
7. SOURCE OF INCOME
7.1. The VIGOR DAC owns directly a portion of the total token issuance of VIG tokens of the VIGOR Protocol and can use these tokens as decided by the Custodian Board to forward, promote, manage, develop and execute any activity or principle expressed in this Constitution and its Core Principles.
7.2. It is possible for the Custodian Board to institute a commission percentage on some of the VIGOR Protocol activities for ensuring appropriate funding and upkeep of VIGOR DAC, its Members, Candidates, Custodians and the VIGOR Protocol itself. The expenditure of the assets so acquired can be used in the same way as in clause 7.1. above.
7.3. Any potential income or token issuance generated or owned by the VIGOR DAC out of the management of the VIGOR Protocol in excess of any running costs (including Custodian’s Emoluments) can never be distributed to Members, Candidates or Custodians and construed therefore as a profit or dividend of any kind, and will have to be set aside for future expenditures.
8. AMENDMENTS
8.1. Any amendments to this Constitution require a successful decision by the Custodian Board. The hash of the amended Constitution will have to be re-uploaded to the blockchain and all existing Members, Candidates and Custodians will have to digitally sign it again or be automatically removed from the VIGOR DAC within seven solar days from the upload.
9. VOLUNTARY DISSOLUTION
9.1. Voluntary Dissolution requires DAC proposal.
9.2. In case of a Voluntary Dissolution any outstanding assets owned by VIGOR DAC directly or through the control of the VIGOR Protocol can never be distributed to any of its Members, Candidates or Custodians but must instead be donated and devolved to another non-profit Decentralized Finance (DeFi) project of the Custodian Board’s choosing or, in absence any other non-profit association or charitable organization as voted by the Custodian Board.
10. APPLICABLE LAW AND JURISDICTION
10.1. This Constitution and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by or construed in accordance with the law of England and Wales. The Courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Constitution.