Constitution - WeedoVerse DAO

WeedoVerse DAO CONSTITUTION

Version: 1.01

Last updated: 14 July 2023

PREAMBLE:

(a) WHEREAS, WeedoVerse (the “Project”) is a decentralised system built on the basis of Polygon Matic blockchain, which comprises a number of decentralised applications, together forming one blockchain ecosystem (the “Ecosystem”);
(b) WHEREAS, the Project is a project in the field of Metaverse and Play to Earn Game, which aims to allow Gamers to have fun playing entertaining Play to Earn/ Own, Move to Earn/ Own and spend their revenue in an exciting Metaverse created from real world Islands and driven by AI NPCs;
(c) WHEREAS, the Project and the Ecosystem require a robust and effective governance model to further develop and function;
(d) WHEREAS, the exchange of value within the Ecosystem is facilitated with its native blockchain-based token, $TIDOL (the “Token”); and
(e) WHEREAS, validators and core contributors to the Ecosystem, having a desire to further decentralise the Project and transform the Ecosystem in the Decentralised Autonomous Organisation (the “DAO”), have voted to adopt the WeedoVerse DAO Constitution (the “Constitution”) to read as follows.

Article I. Ratification of the Constitution.

1.1. This Constitution sets forth the basic rules of how the DAO and the Ecosystem function, are governed, and establishes the status of its governing bodies, as well as contributors and users of the Ecosystem (the “Participants”).

1.2. From the moment the Constitution is adopted, it becomes binding on any and all processes within the DAO to which it applies. The provisions of the Constitution supersede any other documents of the same scope adopted before.

Article II. On-Chain Governance. Normative Structure of the Decentralised Governance.

2.1. The Constitution comprises a set of rules that is legally-binding for all Participants. Any person joining the DAO after the adoption of the Constitution shall automatically fall under its jurisdiction.

2.2. The Constitution is a sole document that determines what governance actions are legitimate within the DAO. The DAO is governed through a set of smart contracts and off-chain governing bodies, as described below.

2.3. This Constitution can only be amended through a Referendum, as defined below. No such changes shall be enforced retroactively.

2.4. The effective version of the Constitution shall at all times be available at https://weedoverse.com/constitution/

2.5. Any documents linked to this Constitution shall be considered its integral parts.

Article III. Native Units of the WeedoVerse DAO. Governance Participation & Staking.

3.1. Each unit of Tokens is fully fungible with each other unit of Tokens. Each of the Tokens shall give the same scope of rights to each of the Participants holding the Tokens (the “Tokenholders”).

3.2. There shall be a hard cap of Tokens. The hard cap shall equal to 500,000 $TIDOL Tokens.

3.3. The utility of the Tokens shall be determined by the DAO.

3.4. Participation in the DAO’s governance shall be fixed with Tokens. Only Tokenholders who have $TIDOL Token in their wallet shall have the right to participate in the DAO governance, including participation in voting.

3.5. By having their Tokens, the Tokenholders agree to the terms of this Constitution and the governance terms outlined in it “as is”.

3.6. Before the adoption of the Constitution, the developers of the protocol underlying the Ecosystem may designate some of the Ecosystem’s nodes to act as validators to verify transactions with Tokens made within the Ecosystem (the “Validators”). After the adoption of the Constitution, new Validators could be appointed at the Referendum.

Article IV. Treasury & Management of the Ecosystem Funds.

4.1. Income and expenses of the DAO are facilitated through the DAO’s independent pool of assets, including Tokens, managed by the Treasurer, GAME3 Studios ltd, as designated below (the “Treasury”).

4.2. The following expenses from the Treasury shall require an additional approval of the Tokenholders before they are implemented by the Treasurer:

(a) Any strategic distribution for the purposes of developing the Ecosystem or the DAO’s underlying protocol;

(b) Giving grants to the Participants for the development of the Ecosystem;

(d) Purchase of any off- or on-chain goods or services in an amount equal or exceeding 5,000 US$ or equivalent in any other fiat or cryptocurrency;

4.3. There shall be the following DAO Token pools allocated within the Treasury: GAME Development Pool, Operation Pool, Revenue Pool.

4.4. In addition to the above, there shall be a Liquidity Pool in an amount of 20,000 of Tokens to maintain the liquidity of the Tokens.

4.5. In addition to the above, there shall be a Reserve Fund in an amount of 20,000 of Tokens to shield the DAO from the unforeseen liquidity risks.

Article V. Institutional Structure of the Decentralised Governance.1

5.1. While the DAO is a decentralised structure, to make the DAO’s governance efficient, some of its functions are vested into a selected number of managing bodies. They shall at all times act in the interests of the Participants and promote the development of the DAO, the Ecosystem, and the protocol underlying it.

5.2. In addition to the managing bodies mentioned below, the DAO shall have the right to create new managing bodies and fill their positions at the Referendum every 3 years from the Project public launch.

5.3. The Secretary oversees the Referendum’s voting process (as described below) and serves as a liaison between all other managing bodies to make sure their duties are fulfilled in a timely manner.

5.4. The Executive Board is the executive managing body of the DAO that implements those Proposals supported on the Referendum that require manual implementation.

5.5. The Guardian is the controlling managing body of the DAO that controls that the executive managing body acts in the interests of the Participants and in accordance with the will of the Tokenholders.

5.6. The Treasurer is responsible for the Treasury of the DAO.

5.7. The Supervisor is responsible for overseeing all operations.

5.8. The composition of each of the managing bodies shall be as the following and can be changed at the Referendum:

Secretary	Andrew Tadeo
Executive Board	GAME3 Studios ltd
Guardian	Aiden Alexandra
Treasurer	Nabil Allouche
Supervisor	Cedric Alexandra

Article VI. Referendum & Voting.

6.1. Each Tokenholder shall have the right to propose changes to the Constitution (the “Proposal”) to be voted on by the Tokenholders participating in the decentralised governance (the “Referendum”), provided that the Tokenholder submitting the Proposal holds a minimum of 100 $TIDOL Tokens in their wallet.

6.2. To submit a Proposal and initiate the Referendum, the Tokenholder must:

(a) Publish a Draft Proposal, containing the proposed changes, the reasoning behind the Proposal, the importance of making changes to the Constitution, proposed implementation (including technical, financial, and governance implications), and other information that is specified in the requirements at https://weedoverse.com/vote-proposal;

6.3. Each $TIDOL Token shall bear one vote.

6.4. Each Tokenholder shall have the right to vote on the submitted Proposal by casting one of the following votes:

(a) For, in which case the Tokenholder supports the Proposal;

(b) Against, in which case the Tokenholder does not support the Proposal; or

(c) Abstain, in which case the Tokenholder neither supports or rejects the Proposal, but their vote still counts for the required number of votes to make the Referendum binding (the “Quorum”).

6.5. The following number of votes and Quorum shall be required to approve the Proposal on the Referendum

Type of Changes, [-]	Quorum, [% of Total Tokens]	Votes Required, [votes]	Voting Time, [days]
Minor changes not otherwise listed	1%	50% + 1	7
Changes to the activities of the Project, structure of the DAO, disposal of all or a substantial amount of the DAO’s assets (including Intellectual Property), changing the structure of DAO’s Token pools and allocating Tokens to new pools, approving certain expenses from the Treasury, creating and appointing persons to fill out the positions within the managing bodies, appointing Validators, making changes to documents linked to this Constitution except if it falls within another change category	1%	50% + 1	7
Changes to the utility of the Tokens, their lock-up, or transfer restrictions, rights of the Tokenholders, creating off-chain legal entities to represent the DAO and appointing Participants to fill their bodies, deciding to sell Tokens without lock-up or transfer restrictions	10%	75% + 1	14
Emergency Proposal addressing an urgent issue (an issue which directly concerns the existence of the DAO) when time is of the essence	10%	75% + 1	2

6.6. For the purposes of participating in the Referendum, the Tokenholder shall have the right to designate a proxy to carry out their voting. To designate the proxy, the Tokenholder has to specify the exact number of the delegated votes and indicate the way they shall be used to vote (For, Against, or Abstain).

Article VII. On-Chain and Off-Chain Implementation of Supported Proposals.

7.1. Supported Proposals that can be implemented in an automatic way by the means of smart contacts are implemented in an autonomous manner.

7.2. Supported Proposals that cannot be implemented in an automatic way and require manual implementation shall be implemented by the managing body responsible for the respective function (normally, the executive managing body).

7.3. Implementation of some Proposals may require the delegation of certain functions of the DAO to third parties. In this case, the implementing managing body shall be responsible for the relations with and the conduct of those third parties.

7.4. The controlling managing body shall oversee the implementation of the supported Proposals.

7.5. Implementation of some Proposals may require the allocation of funds from the Treasury. In this case, the Treasurer shall oversee that the funds are spent by the implementing body in a diligent manner.

Article VIII. Representation of the DAO.

8.1. While the DAO itself is a decentralised entity and enjoys a distributed structure, there might arise a need to incorporate a legal entity to shield the Participants from legal risks, raise capital, attract off-chain liquidity, interact with off-chain parties, or for another objective reason.

8.2. Creating those legal entities and the allocation of resources to them from the Treasury shall be done by the means of the Referendum.

8.3. Those legal entities shall at all time act in the interests of the DAO and only within the scope of the DAO’s functions delegated to them.

8.4. If the created legal entities shall require for one or more of their own bodies to be filled, the Tokenholders shall vote on which Participant to appoint at the vacant position on the Referendum.

Article IX. Decentralised Jurisdiction. Applicable Law & Dispute Resolution.

9.1. Any relations amongst the Participants shall fall under the jurisdiction determined as per their own personal laws. Any relations related to the legal entities specifically created to represent the DAO or perform any of its functions shall be regulated by the laws of the jurisdiction where each of them is incorporated.

9.2. Relations arising from adopting, amending, or enforcing this Constitution shall be governed by the laws of Hong Kong.

9.3. Any disputes about the adoption, amendment, or enforcement of the Constitution shall be attempted to be resolved by the parties to a dispute by negotiations in good faith. If the disputing parties are unable to do so in 30 days after the dispute’s commencement, it shall be resolved by the court of Hong Kong