References
This page provides an overview of all relevant references to the Foundation that were shared prior to the establishment of the first Council — in reverse chronological order.
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.
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.
The following powers have been delegated 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.
The Star Atlas Foundation is the legal entity that provides the necessary support for the operations of the Star Atlas DAO, and is responsible for implementing measures voted by the Star Atlas DAO in the real world, including taking steps that require off-chain actions such as signing real-world contracts necessary to execute the DAO’s will.
The Foundation further is tasked with analyzing PIPs recommended to it by the Council, with a focus on identifying potential sources of liability or risk for the ecosystem. PIPs that pass Foundation approval are then submitted for on-chain voting.
The Star Atlas Foundation is the legal arm of the DAO. It carries out the DAO’s commands when the DAO requires a legal entity for implementation.
The Foundation carries out off-chain instructions when on-chain instructions alone will not do. For example, if the DAO wants to enter into a contract, it will need a legal entity to sign the dotted line. That’s where the Foundation comes in.
The Foundation is not the DAO and will not make decisions for the DAO; it cannot bypass the PIP process and only implements DAO commands as necessary. The Foundation may refuse to implement a PIP if the PIP cannot safely or legally be implemented.
The Star Atlas Foundation is a Cayman Islands foundation limited by guarantee and without share capital with the sole purpose of carrying out the will of the Star Atlas DAO. It is an independent entity run by a majority of independent and experienced directors — people who have substantial web3 and directorship experience and who have no business, financial, or social ties to ATMTA or any of its personnel. Although one person from ATMTA will sit on the Foundation initially, that person has a minority voice and will be present primarily to ensure the Foundation acts with full information about the Star Atlas ecosystem. The Star Atlas Foundation is disaffiliated with ATMTA and will, independently, implement the decisions of the Star Atlas DAO. To be clear, the Star Atlas Foundation is neither the Star Atlas DAO nor the Star Atlas Council. The Foundation merely serves as an agent of the DAO to fulfill the limited purpose of carrying out certain defined activities. It cannot make independent decisions for the DAO, it cannot unilaterally access the DAO’s treasury, and its governing documents provide that the DAO, via on-chain governance, can remove or replace the Foundation’s directors. Moreover, the Foundation is dependent on funding from the DAO’s treasury that must be approved through the PIP process. The Foundation merely carries out the DAO’s orders, particularly where a legal entity is required — e.g., to sign contracts for the DAO, which cannot itself sign contracts as it is a nonjurisdictional entity. The Star Atlas Foundation also plays a vital role in on-chain governance: it holds the keys to the multisig executive function necessary to implement a successful on-chain vote. This function does not let the Foundation control the entire governance mechanism; in other words, it cannot unilaterally create a proposal or create an instruction to access the DAO’s treasury. The executive function merely offers a final check on the governance process to ensure that the DAO’s decisions can safely and legally be implemented.
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