Dear all I am jumping in here to provide a neutral view from a Swiss legal perspective, as the charter has been established under Swiss law. This may help to put the right questions up for vote.
What is the form of the AN Network DAO formed under the current charter?
The AN Network DAO charter represent a simple partnership according to article 530 et seq. Swiss Code of Obligations among all natural or legal persons that interacting with the AN Network DAO i.e. actively contribute to discussions and other activities of the DAO. The AN Network DAO is governed by the charter, and in the absence of any rule by the Swiss Code of Obligations for simple partnerships.
Is any ANT holder automatically bound by the charter?
No, if an ANT holder is not engaging in the AN Network DAO, it is not part of the “simple partnership” and is not bound by the charter.
Who is bound by the charter?
Every natural or legal person that interacts with the AN Network DAO through active contribution or other participation.
What is the function of the ANT in relation to the charter?
ANTs are used as means of voting for the AN Network DAO formed under the charter. If someone participates in the AN Network DAO without holding any ANT, such participant cannot vote but still participate in activities.
Is it possible to just ignore the current AN Network DAO and form a new DAO under a new charter?
Yes, it is possible. The current charter neither restricts current participants in the AN Network DAO nor anyone else (e.g. ANT holders currently not participating in the AN Network DAO) from establishing a separate / forked DAO. See however section (3) regarding required resignation/withdrawal.
What options exist to modify/ restructure the current AN Network DAO?
The following options exists to modify / restructure the current charter under Swiss law:
(1) amendment of the current charter:
Expect of the immutable guidelines, all provisions in the charter can be amended. The current charter consists of the following documents that together form the charter:
(i) Introduction to the Charter
(ii) Aragon Network DAO Agreement
(iii) Aragon Manifesto
(iv) Smart contract code
(v) Aragon Community Guidelines
(vi) Aragon Governance Proposal (AGP) Process
(vii) Sub-DAO Agreements
Aragon Network DAO Agreement
Only the Aragon Network DAO Agreement includes a special provision regarding modifications of the mutable provisions. They can be modified by a majority vote and a minimum quorum of 0.5% of ANT holders. The suggested amendment must be published at least 30 days before the vote starts and the voting window must be at least 14 days. Immutable provision cannot be changed according to the Aragon Network DAO Agreement. Nevertheless, the Swiss legal doctrine allows simple partnerships to change even immutable provisions if such modification is supported by all participants in the simple partnership (unanimous vote).
Other documents included in the charter
Other sections/documents of the charter (ii) – (vii) do not include special modification procedures. Therefore, they are subject to the general modification procedure in the document (vi) Aragon Governance Proposal (AGP) Process, as the definition of “Proposal” in the “Additional Definitions” section of the charter states that Proposal means “*
“any suggested amendment to the Network contracts, Network parameters, the Agreements of the Aragon Network (i.e. Aragon Network Charter and composing agreements, and Agreements of any Aub-DAOs.”
*” Such modifications must follow the procedure set out in section 5 of the document (vi) Aragon Governance Proposal (AGP) Process. Accordingly, a proposal must be posted in the Aragon forum for at least 7 days and max. 14 days. The approval of a modification proposal requires the support of at least 5,000 ANT and a simple majority of the votes cast (see section 5 f, iii. (vi) Aragon Governance Proposal [AGP] Process).
(2) Dissolve the current AN Network DAO and establish a new one:
The current AN Network DAO can be dissolved by following the modification procedures set out above.
(3) For the current AN Network DAO and start a new one:
The current charter does not prohibit participants in the AN Network DAO to engage in a competing DAO. According to article 536 Swiss Code of Obligations, participants shall not engage in any activities that are to the detriment of the simple partnership i.e. the AN Network DAO. This means that participants of the current AN Network DAO can only participate in a new competing AN DAO if they withdraw and stop contributing to the existing AN Network DAO.
Way forward
As outlined above, multiple option exists on how the Aragon DAO can evolve. If the community cannot decide on how to move forward, it may make sense to first call for a pre-vote on the three options and second a vote on the selected option from the pre-vote with all documents already drafted in detail.
