Charter of KAD DAO

This document sets out the revised charter of the KAD DAO. Some of the rules and procedures of this charter will be executed directly by smart contracts on the blockchain, and some will not. All rules are equally binding. Actions taken under this Charter may be on-chain or off-chain. On-chain operations are operations driven directly by the DAO’s governance smart contracts as transactions on the blockchain. Off-chain operations refer to operations initiated through other means.

The Constitution also includes a number of "suggested guidelines" which are not binding but are strongly recommended as good governance practice.

This charter describes the revision process and sets out the KAD DAO governance framework.

Definition:

  • KIP: KAD improvement proposal

  • Chain governed by KAD DAO: KademliaChain

  • Foundation: Governs all $KAD tokens held in smart contracts, managed by the Security Committee and Dao, for the subsequent development of the KAD chain itself and the ecosystem.

  • Voting Tokens: All existing $KAD tokens, excluding any tokens held by the KAD Foundation and any unclaimed airdrops

Part 1: Chain “Ownership”

This charter describes the governance of KAD DAO, which mainly revolves around the subsequent development of the Kademlia public chain. The subsequent expansion and development direction of the KAD public chain will be voted on by the KAD DAO and the Security Committee.

Part 2: DAO Proposals and Voting

The following process governs the KAD DAO’s rules and procedures for proposing, voting on, and implementing KAD Improvement Proposals (KIPs). No KIP shall violate applicable rules, in particular regulations related to KAD.

Phase 1: Community Voting (7 days) (optional but recommended):

  1. Conduct governance discussions in the community and finally formulate proposals.

  2. The group owner creates an in-group proposal based on the discussion results and continues the discussion and voting for a week.

  3. Within 1 day after the voting ends, an asset snapshot will be taken based on the wallet address of the voting users in the group.

  4. When the assets of the proposal voting user snapshot are higher than 1% of the liquid assets, the proposal is initially successful and will be submitted to the Security Council.

Phase 2: Publicity before formal community voting (7 days): Based on the community’s adoption of proposals, the Security Council arranges a time for community voting. An announcement is made in the community in advance, which gives interested parties time to discuss the KIP and collect votes before snapshotting the assets.

Each KIP must be marked as an underlying protocol modification KIP or an operational KIP.

The underlying protocol modifies KIP as follows:

  • Software update:Install or modify software on any chain

  • Core: Take any action on any chain that requires permission from the "chain owner"

Operational KIP refers to IP that is not regarded as “modifying the underlying protocol of the public chain”, including:

  • funds: Request funds/grants or otherwise suggest how funds from the DAO Finance Department may be used or allocated, making transfers of funds as long as the KAD Foundation exists.

  • Informational: Provides general guidelines or information to the community but does not propose new features or updates

  • Process: To amend the text or procedures of this Charter, the Memorandum of Association and Articles of Association shall be revised and restated by the Council or a technical team shall be assigned to make procedural amendments.

As recommended guidance, the KIP should include:

  • Summary - Two or three sentences summarizing KIP.

  • Motivation - A statement of why the KAD community should implement the KIP.

  • Rationale - An explanation of how the KIP aligns with the mission and guiding values of the KAD community.

  • Key Terms (optional) - Definitions of any terms in the proposal that are unique to the proposal, new to the KAD community, and/or industry-specific.

  • Specifications - A detailed categorization of the platforms and technologies that will be used.

  • Implementation Steps - The steps to implement the KIP, including the costs, labor, and other resources associated with each step, if applicable. For the avoidance of doubt, any KIP that involves transactions with third parties (e.g., grants) needs to ensure that applicable legal documents and procedures are also included.

  • Timeline - Relevant timing details, including, but not limited to, start dates, milestones, and completion dates.

  • Overall Cost - The total cost of implementing the KIP.

As a recommended guideline, KIP authors may add additional fields to any template as necessary to fully communicate the intent, details, and meaning of the KIP.

As a suggested guide, the resubmitted KIP should also include:

  • A link to the original KIP;

  • Reasons why the original KIP was not approved;

  • The changes that have been made and why they should now be approved;

  • If necessary, any additional fields may be added to any template to adequately communicate the changes made and the intent, details and meaning of such resubmitted KIP.

Phase 3: DAOs vote on KIPs on the KADSea community (14 - 16 days): In Phase 3, KAD holders will be able to vote directly on submitted KIPs.

The KIP will pass if the following 2 conditions are met:

  1. More tokens were voted "yes" than "no";

  2. If it is:

    • The underlying protocol changes KIP, with at least 5% of all Votable tokens voting "yes";

    • To run KIP, at least 3% of all voteable tokens have voted "yes".

The voting period ends 14 days after the commencement of voting. However, if the threshold is reached during the last 2 days of the 14-day voting period, the voting period is extended to end 2 days after the threshold is reached.

If the KIP fails, the process ends after Phase 3.

If the KIP passes, proceed to the next stage.

Stage 4: Waiting period (3 days): After KIP passes Stage 3, there will be a waiting period of 3 days. This provides time for users who object to the KIP to withdraw their funds or take other action.

Phase 5: Implementation: KIP is fully implemented and operationalized.

The prescribed KIP process typically takes 31 days (from the start of Phase 1 to the final execution of the KIP in Phase 5) (for an underlying protocol modification KIP) or 28 days for an operational KIP. the KIP has the option to specify further delays before its realization.

Part 3: The Council

The Council is a committee of six members who are signatories to the Multi-Signature Wallet, have the authority to execute certain emergency and non-emergency actions of the KAD DAO, and are responsible for upholding this KAD DAO Charter. By submitting, approving, and implementing an underlying protocol modification to the KIP, KAD DAO is able to modify the Council's powers or eliminate the Council altogether.

Urgent action:

In the event of a security emergency, the Council has the authority to immediately implement any software upgrades or perform other actions required to respond to the security emergency (such actions, "Emergency Actions"). The implementation of any Emergency Action requires the approval of five of the six votes of the Council**. **The Council shall not utilize its authority to implement an Emergency Action except in the case of a true security emergency, such as a serious breach that could seriously compromise the integrity, confidentiality or availability of the chain managed by KAAD DAO.

Following any emergency action, the Council must issue a full transparency report (at an appropriate time after the end of the security emergency) to explain what action was taken and why such emergency action was justified.

The KAD DAO has the ability to limit or eliminate the Council's authority to execute emergency actions by approving and implementing underlying protocol modifications to the KIP.

Non-emergency actions:

The Council may also authorize and implement routine software upgrades, routine maintenance, and other parameter adjustments on a non-emergency basis (such actions are referred to as "non-emergency operations"), which require approval by four of the six (4) Council members to be effective. Any Non-Emergency Operation, when approved by the Council, bypasses Phases 1 through 2 of the KIP process and proceeds directly to Phases 4 through 7 of the KIP process to provide a delay prior to the deployment of any Non-Emergency Operation. The Council may choose to specify additional delays prior to deployment.

KAD DAO is able to limit or eliminate the Council's authority to execute non-emergency actions by approving and implementing the Constitutional KIP.

Part 4: Council elections

The Council consists of six members, divided into two groups of three members each.

The original Council panels were determined by randomly dividing the six members into two groups of three - three members in "Group I" and three in "Group II". The membership of the original Council Group is described in detail in the transparency report.

The first Council election is scheduled to begin on September 15, 2023 or the earliest possible date. The first Council will be decided by an election of the Project Core Team. Subsequent elections can only begin once the KAD DAO has approved and the KADSea Wallet Community feature is available. The first election replaces the "First Queue". The next election will replace the "second queue" and so on.

The date chosen for the first election shall be the basis for all subsequent elections. Each election shall commence one or two months after the commencement of the previous election and will replace three of its members.

It is expected that all Council members will serve their terms until the election is completed and the new Council members take office.

The following schedule provides for an election that begins at time T:

  1. Nominee Selection (T to T+7 days): Any DAO member may declare his or her candidacy for Council; however, current Council members in one group may not be candidates for seats in another group. If there are more than six candidates, each eligible candidate must hold at least 0.2% of the tokens in a locked position.

  2. Member Elections (T+7 to T+21 days): Each DAO member may vote for any declared candidate. Each token can be voted for one candidate.Votes cast before T+14 days are weighted at 100%.Votes cast between T+14 and T+21 days will be weighted linearly decreasing over time depending on when the vote is cast, with T+14 days weighted at 100% and T+21 days weighted linearly decreasing to 0%.

  3. On T+21 days: a process will be initiated to replace Council members with the 3 candidates who received the most votes. The installation process must be executed through on-chain governance smart contracts, and the installation of new Council members may take several days.

As a best practice to maintain the independence of the Council, no single organization should be overrepresented in the Council.In particular, no single entity or group of entities should have more than two candidates for election to the Council, thus ensuring that no single entity or group of entities is able to control or even veto votes in the Council.

In addition, any candidate who has a conflict of interest that prevents him or her from acting in the best interest of the KAD DAO should not be elected to the Council.Potential conflicts of interest may include, but are not limited to, relationships with direct competitors of KAD, proven history of project development, etc.

The DAO may approve and implement a constitutional KIP to change the rules for future Council elections, but the KIP process may not be used to interfere with an ongoing election.

A member of the Council may be removed from office before the end of his or her term of office only under the following two conditions:

  1. At least 10% of all votes cast on tokens are "for" removal, and at least 5/6 (83.33%) of all votes cast are "for" removal;

  2. At least five Council members voted in favor of the recall.

The seats of those members of the Council which are abolished before the expiry of their respective terms of office shall remain vacant until the next election at which they are to be appointed, unless they are replaced by the votes of at least four members of the Council before the next election.members of the Council, in which case the seat shall be appointed at the next election. The Council may not reappoint a member who has been removed from office and may only be reelected through the electoral voting system.

Part 5: Community Values

As KAD DAO's guiding values, the governance chain, technology and community should be:

  • Sustainable development:KAD should be built and operated with a medium- to long-term perspective. Decisions about technology, economics and resource allocation should not focus on short-term optimization at the expense of the long-term health and prosperity of KAD protocols, technologies and communities.

  • Surety:KAD is security conscious and should focus on system security when considering any protocol changes.

  • Social inclusion: Communities should be open and welcoming to all who wish to participate constructively. Differences in knowledge, resources, geography, language and life experiences should be recognized as opportunities to learn and develop the community.

  • Technically inclusive: It should be possible for ordinary people to participate in the KAD protocol to the fullest extent possible using ordinary computer systems, if they wish to do so.

  • User-centered: The KAD ecosystem should be managed for the benefit of all KAD users.

  • Neutral and open: KAD governance should not choose winners and losers, but should promote open innovation, interoperability, user choice and healthy competition along the KAD chain.

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