# PIP-2: Star Atlas Foundation

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**Category:** Process

**Author:** The Star Atlas Foundation

**Voting Period:** 2024-07-10 — 2024-07-23

**Approved:** 56.66% (100M of 176M votes)

Against: 39.20% / Abstain: 4.14%

**PVP Participation:** 33.73%

**Source:** [Governance Platform](https://govern.staratlas.com/proposals/1e2d7066-ec44-46e0-945f-b2e56b1e61b0)
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## SUMMARY

This proposal seeks to ratify the operations of the Star Atlas Foundation as the legal entity necessary to support the mission and decisions of the Star Atlas DAO.

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## MOTIVATION

The Star Atlas DAO is composed of the decentralized, rules-based governance system that enables persons locking and voting with POLIS tokens to form consensus on the development, management, and administration of the Star Atlas ecosystem. As such, it requires the services of a legal entity to implement the Star Atlas DAO’s decisions. For example, the Star Atlas Foundation may be required to hold legal entitlements (such as intellectual property rights) on behalf of the Star Atlas DAO, or enter into contracts with service providers to develop and maintain Star Atlas.

This proposal seeks the recognition of the Star Atlas Foundation, a Cayman Islands independent foundation company, as the legal entity supporting the Star Atlas DAO.

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## SPECIFICATION

The Star Atlas Foundation is an independent foundation company limited by guarantee and without share capital registered as number 393854 in the Cayman Islands.

The Foundation's Memorandum of Association specifies that the Foundation was established with the following objectives:

(a) to perform services to implement, improve, and sustain aspects of the Star Atlas metaverse and ecosystem. Specifically, without limitation, the Foundation is empowered to:

(i) Support and finance appropriate research and development activities and projects

(ii) Promote and educate the public on the Star Atlas metaverse and ecosystem

(iii) Promote the usage, growth, and contribution to the Star Atlas metaverse and ecosystem

(iv) Issue, receive, spend, and hold digital assets

(v) Engage with various businesses, partners, banks, regulators, authorities and other third parties

(b) to do all such things as in the opinion of the directors are or may be incidental or conducive to the above objects or any of them.

The Foundation shall not amend its Memorandum of Association without providing notice to the DAO via an Informational PIP.

This proposal ratifies the delegation of the following powers to the Star Atlas Foundation:

* The discretionary powers whether or not to advance a PIP for voting, implement a successful PIP, and implement a PIP. This power includes the discretion to determine whether a PIP is capable of safe or proper implementation.
  * Reasons to exercise discretion to reject or refuse implementation of a PIP include, but are not limited to, if the PIP poses a substantial economic risk to the ecosystem, is missing or contains inaccurate information, would violate applicable law or regulation, is reasonably suspected of containing fraudulent or misleading information, or other reasons.
  * If the Foundation exercises such discretion, it must provide a clear explanation for its decision to the PIP’s author and the Star Atlas DAO community.
* Control of multisig wallets that protect the Star Atlas DAO’s treasury. Funds belonging to the Star Atlas DAO shall be disbursed only pursuant to on-chain governance processes.
* Authority to carry out steps necessary to facilitate governance processes, including:
  * Creating and maintaining forums for governance discussions, including on the Star Atlas DAO’s website and Discord.
  * Maintaining, updating, improving, and adding to the governance programs that comprise the Star Atlas DAO. Any material changes to the functionality or operation of governance programs (i.e., changes beyond maintenance, risk mitigation, technical changes, or similar) must be approved by on-chain approval of the Star Atlas DAO.
  * Retaining service providers to facilitate operations of the Star Atlas Foundation.

The Foundation has the permission to delegate, assign, or subcontract out its authorities to third parties.

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## IMPLEMENTATION DETAILS

This proposal seeks to ratify the Star Atlas DAO’s approval of the following steps, which have already been implemented:

* Registration of the Star Atlas Foundation
* The delegation of powers to the Star Atlas Foundation described above
* Engagement of the Star Atlas Foundation’s independent director, who is a professional director resident in Cayman
* Retention of Walkers Fiduciary as supervisor and for registered office and secretary services

This PIP further seeks the approval of future, recurring costs associated with the engagement of the independent director and for supervisor, registered office, and secretary services.

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## TIMELINE

This PIP is ready for immediate implementation and, if approved, shall remain in force in perpetuity unless modified or revoked by the Star Atlas DAO.

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## COST

Prior costs associated with the creation and management of the Star Atlas Foundation have already been paid.

This PIP seeks approval of a recurring annual budget of no more than $100,000 USD to be administered from the Star Atlas DAO’s treasury for the operations and maintenance of the Star Atlas Foundation, including director fees; supervisor, registered office, and secretary services; and other expenses (including legal fees and other services necessary for operations).

Any further costs beyond basic operations and maintenance, including to retain additional service providers, shall require on-chain approval by the Star Atlas DAO in advance.
