This X528 DAO Republik Constitution (the “Constitution”) has been adopted by the Governance Board (the “528 Order”) and Citizens (the “Citizens”) of X528 (the “Republik” or the “DAO”) in connection with its oversight of the management and operational affairs of the DAO.
The Constitution sets out the roles and responsibilities of the 528 Order and Citizens of the DAO.
The members of the 528 Order of the DAO have the duty to supervise and manage the operational affairs of the DAO. The 528 Order, directly through its committees and governance board, shall submit voting proposals in order to provide guidance and leadership aimed at driving value for the DAO.
Citizens of the DAO Republik are responsible for electing the 528 Order, voting on DAO proposals and authorising access to the DAO treasury. Citizens may also submit voting proposals that bypass the 528 Order by locking up a predetermined amount of tokens for a specified period from the date the proposal is submitted.
The 528 Order and Citizens shall have the functions and responsibilities set out below. In addition to these functions and responsibilities, they shall perform any duties as may be required by applicable law and abide by the requirements of any exchange upon which X528 tokens are traded.
The primary function of the 528 Order is to act as a governance board that manages and guides the Republik. This is accomplished through the use of proposals that are submitted by Chancellors to be voted on by the 528 Order. As elected representatives of the Republik, the 528 Order is bound by this constitution and must adhere to its guidelines.
Citizens of the Republik are responsible for safeguarding the community vault and for electing representatives to the 528 Order. The role of Citizens is also to ensure that the Republik and the 528 Order is adhering to the constitution. Governance in the DAO is designed to give Citizens the ability to change, modify or revoke any aspect of the organization ensuring that all power remains in the hands of tokenholders.
The DAO has the following core values which can only be amended through a vote by its Citizens:
- Provide transparency to all stakeholders
- Facilitate sustainable planet development
- Give back to charities and struggling communities
- Consider the long-term impact on the world of each decision made by the DAO
- Grow and unite a global sense of community
X528 is an advocate for Environment, Social and Governance (ESG) and is guided by the United Nations Sustainable Development Goals (UNSDG).
The Citizen (X528) token provides holders membership to the X528 DAO Republik, enabling them to become Citizens and giving them the following rights:
- Are able to cast votes in 528 Order elections that occur every two years
- Approve access to the Republik vault
- Able to submit voting proposals by locking up 1,000,000 X528 tokens for a four month period from the date the proposal is submitted
- Can submit a vote to overturn 528 Order proposals
- X528 holders can stake their tokens to earn staking rewards
- Can vote to impeach the 528 Order
The 528 Order will be composed of three Chancellors and one Overseer to create the 528 Order. Every two years the Republik will hold elections where Citizens can cast votes to elect the Chancellors and Overseer.
Elected Chancellors will submit voting proposals to the 528 Order which are used to manage and guide the DAO Republik.
Every two years, the Republik will hold the 528 Order elections. Elections will be open for a month where Citizen tokens holders (X528) can cast their votes for Chancellors and the Overseer. Elected Chancellors and the Overseer will receive tokens representing their position; the Chancellors will receive G528 tokens and the Overseer will receive an O528 token.
In the event of a draw among election votes, the vote between the candidates that have tied is recast three times. If there is no winner after the third vote, the vote will go to the other newly elected DAO Chancellors (G528) governance token holders for decision.
In order to ensure the power always remains in the hands of the people, Citizens can vote to impeach the 528 Order at any time, overturn any decisions made by the 528 Order, and submit proposals that bypass the 528 Order altogether.
Each seat on the 528 Order will be allocated to a Chancellor (G528) token which represents one vote on the 528 Order.
G528 tokens are not to be purchased, traded or sold. G528 tokens have voting rights on the 528 Order and can be staked allowing holders to receive a share of the monthly rewards that are distributed by the organisation.
The duty of the Chancellors is to manage, oversee and guide the DAO’s operations. This is done by the submission of voting proposals to be voted on by the 528 Order. If approved by majority with a 75% quorum on the 528 Order the vote will pass. Any votes passed by the 528 Order can be overturned by Citizens (X528 holders) through a voting proposal with at least 5% of all tokenholders present with 60% voting favourably. In the event that the 528 Order has a tie in a voting proposal, the vote is then sent to Citizens (X528 holders) to reject or approve.
A DAO Chancellor can be impeached if 60% of the 528 Order (G528) token holders or 60% of the Citizens (X528) token holders vote to impeach a DAO Chancellor. If impeached, their DAO Chancellor (G528) token is burnt and a new election is held to replace their token. The newly minted G528 token will have the same properties as the previous G528, including the smart contract end date, burnt upon impeachment.
Elected DAO Chancellors will select one Chancellor to be the Chairperson of the 528 Order.
Rights of G528 token holders:
- Holds a seat on the 528 Order and has 1 vote
- Chancellors (G528 holders) may submit unlimited voting proposals to the 528 Order at no cost. If approved by majority with a 75% quorum on the 528 Order the vote will pass. Any votes passed by the 528 Order can be overturned if approved by a voting proposal done by Citizens (X528 holders)
- Can form political parties
- Are elected by Citizens (X528 holders) every 2 years
- Each Chancellor (G528 holder) can stake their token enabling them to earn 1% of any monthly staking rewards paid out by the DAO
- Can be impeached at any time by Citizens (X528 holders) or the Overseer (O528) if approved by vote
Citizens and Chancellors may form political parties to unite and represent themselves in the 528 Order. Any political parties that are formed must adhere to the constitution and align with the Republik’s mission, goals and values. Any political parties that are formed must first be approved by the Overseer.
The 528 Order is responsible for the management of the affairs of the DAO, including:
At the end of each financial year, the 528 Order will be responsible to put together a proposed budget for the upcoming financial year, outlining operational and strategic expenses for the organisation. This will be submitted and voted for approval by X528 token holders at the December 528 Order meeting each year.
The vote must have a quorum of 5% of non-governance token holders and 60% of those must vote yes for the vote to pass.
b. Treasury management
All assets of the Republik are held in the DAO treasury which can only be accessed through voting proposals that are sent to Citizens for approval. Any vote requesting access to treasury resources must have a minimum quorum of 5% of total X528 tokenholders present. If 60% of those X528 holders who are participating vote in favour, the proposal will pass and be approved for actioning.
Any asset purchases or services contracted by the DAO can only be made using cryptocurrency through the blockchain and smart contracts. To mitigate the risk of malicious actors no asset purchases or services contracted will be used with fiat currency.
c. Strategic planning
At least annually, the 528 Order shall review and, if advisable, approve the DAO’s strategic planning process and short- and long-term strategic and business plans prepared by management. In discharging this responsibility, the 528 Order shall review the plan in light of management's assessment of emerging trends, the competitive environment, cryptocurrency markets, risk issues, and significant business practices and products. At least annually, the 528 Order shall review management's implementation of the DAO’s strategic and business plans. The 528 Order shall review and, if advisable, approve any material amendments to, or variances from, these plans.
The Chancellors of the 528 Order will elect a fellow Chancellor to take the position of the Chair for each meeting with no Chancellor elected for two consecutive meetings. A meeting’s Chair will be responsible for providing a final decision on what will be put forward for voting by Citizens.
e. Risk management
The 528 Order is responsible for overseeing the implementation and operation of enterprise risk management, either directly or through its committees, which shall report to the 528 Order in accordance with their respective charters. At least annually, the 528 Order shall review reports provided by management on the risks inherent in the business of the DAO (including appropriate crisis preparedness, business continuity, information system controls, cybersecurity and disaster recovery plans, as well as environmental, social and governance (ESG) matters), the appropriate degree of risk mitigation and risk control, overall compliance with and the effectiveness of the DAO’s risk management policies, and residual risks remaining after implementation of risk controls.
f. Corporate governance
The 528 Order will be responsible for corporate governance of the DAO and its compliance with the law.
Any substantial changes to the corporate governance structure of the DAO shall be submitted to the annual meeting for discussion under a separate agenda item.
At least annually, the 528 Order shall review the DAO’s approach to corporate governance and evaluate the 528 Order’s ability to act independently from management fulfilling its duties.
528 Order members must keep internal discussions confidential and not divulge sensitive information to the public as this may impact future strategies or cause reputational damage.
The Overseer (O528 holder) is an independent citizen representative that oversees the 528 Order. Unlike Chancellors (G528 holders), the Overseer (O528 holder) does not have any voting rights in the 528 Order. The Overseer has the ability to submit voting proposals that can impeach Chancellors (G528 holders) at any time. There will only ever be one Overseer (O528) tokens in existence at any one time and it is not able to be traded or sold. This token is not available for purchase and will be distributed to its holder based on elections done by the DAO Republik. The rights of the Overseer (O528 holder) are listed below:
- Can submit voting proposals to Citizens (X528 holders) that can impeach Chancellors (G528 holders);
- Are elected by Citizens (X528 holders) every 4 years;
- The Overseer (O528 holder) can stake their token enabling them to earn 2% of any monthly staking rewards paid out by the DAO;
- Can be impeached at any time by X528 tokenholders if approved by vote; and
- Requires 1,000,000 X528 tokens to be eligible to be elected and they must be staked for the duration of their elected term. If they are impeached by Citizens at any point during their term, they forfeit their 1,000,000 token stake and it is placed into the Republik treasury;
- Has the final say on all voting proposals submitted in the DAO and can approve or reject any proposal submitted if it does not align with the core values or constitution of the Republik.
The role of the Overseer is to ensure that all Chancellors (G528 holders) are adhering to the Constitution and bylaws. The Overseer is responsible for the creation and maintenance of the rules and regulations on which the 528 Order is subject, as well as:
- Ensuring the 528 Order functions efficiently and effectively;
- Ensuring good information flows within the 528 Order, its committees and between organisational directors, as well as facilitating induction and assisting with professional development as required;
- Maintaining good token holder (X528) relations and keeping the 528 Order informed on token holders' (X528) views;
- Developing and overseeing the systems that ensure that the DAO complies with all applicable codes, in addition to its legal and statutory requirements;
- Monitoring changes in relevant legislation and the regulatory environment and taking action accordingly;
- Overseeing the day-to-day administration of the DAO, e.g. maintaining statutory books, including registers of members, directors and secretaries, organising 528 Order meetings and AGMs, preparing agendas and taking minutes;
- Having responsibility for facilities, HR, insurance, investor relations, administration and token holder registration (if required); and
- The Overseer will fill the role of the governance board supervisor as required by law for incorporation of the DAO foundation.
The Overseer is also responsible to review the adequacy of the orientation and continuing education program for members of the 528 Order.
Chancellors and the Overseer have a fiduciary duty to avoid conflicts of interest. Members have the responsibility of advising the 528 Order of any conflicts, or potential conflicts, of interest and abstaining from providing input on matters in which the member has an interest.
The 528 Order will meet annually for the Annual General Meeting (AGM) for all token holders. The 528 Order will discuss the most recent year’s audited financial results including the Management Discussion and Analysis (MDMA). Additionally, there will be an “Ask Me Anything” (AMA) session in the AGM.
The date for the AGM will be determined by the 528 Order but will be no later than three months from the end of the most recent financial year.
Additionally, the 528 Order must meet a minimum one day every month and have a quorum of at least 40% of DAO Chancellor (G528) holders.
60% of all those present at the 528 Order meeting must vote yes for a vote to pass.
X528 holders can submit proposals to be presented at the 528 Order meetings. In order for a proposal to be considered by the 528 Order, it must have 1,000,000 tokens in support before being proposed. If the proposal is cancelled and does not make it to the 528 Order, all tokens are returned to holders.
The Overseer will record and maintain minutes of the 528 Order and will present to the 528 Order for approval.
Chancellors will attend and actively participate in regularly scheduled meetings of the 528 Order and any committees of which they are a member of. The expectation is each Chancellor will be prepared for the meetings by reviewing in advance the materials delivered in connection with the meeting.
Standing committees, such as an audit committee, will be formed when responsibilities of the specific task are deemed to be too cumbersome to be overseen by the 528 Order.
The 528 Order will approve committee charters which will be reviewed periodically and at least annually.
The 528 Order will evaluate the performance and review the work of its committees at least annually.
A Chairperson will be appointed by the 528 Order for the Development Committee. The Chairperson will be responsible for selecting two other members. The Development Committee must have three members.
The 528 Order will approve the committee charter.
The 528 Order may seek, retain and terminate accounting, legal, consulting or other expert advice from a source independent of management, at the expense of the DAO, as it may from time to time deem necessary or advisable for its purposes.
5% of all DAO rewards may be distributed to the 528 Order.
Compensation of new members or any additional compensation for Chancellor and the Overseer will need to be approved by Citizens.
This Constitution of the 528 Order must be approved by Citizens of the DAO Republik.
Citizens are responsible for maintaining the effectiveness of this Constitution, the operations of the 528 Order and for making recommendations of any amendments.
This Constitution will be reviewed annually.
The X528 Republik’s approach to Environment, Social and Governance (ESG) is guided by its Purpose Statement, the United Nations Sustainable Development Goals (UNSDG). These goals are translated into more detailed processes and procedures that are driven by a determination to continually improve on the sustainability of cryptocurrency.
The primary focus of the Republik is on six of the UNSDGs. However, positive ESG is core to our business values and we are cognisant of our contribution to the broader UNSDGs and will measure and monitor accordingly.
- 1.Affordable and clean energy
- 2.Sustainable cities and communities
- 3.Life on land
- 4.Industry, innovation and infrastructure
- 5.Responsible consumption and production
- 6.Climate action
The pledge of the 528 Order is:
- 1.We will incorporate ESG issues into analysis and decision-making processes
- 2.We will be active owners and incorporate ESG issues into our ownership policies and practices
- 3.We will seek appropriate disclosure on ESG issues on any proposals submitted
- 4.We will promote acceptance and implementation of the UNSDGs within the blockchain industry
- 5.We will work together to enhance our effectiveness in implementing the UNSDGs
- 6.We will each report on our activities and progress towards implementing the UNSDGs