Floorbirds DAO Operating Agreement

Floorbirds DAO Operating Agreement

BY DEPOSITING ETH INTO THE FLOORBIRDS DAO PRYSM WALLET YOU CONSENT AND AGREE TO ALL OF THE FOLLOWING PROVISIONS:

ARTICLE 1 PURPOSE

1.1 Purpose

The purpose of Floorbirds DAO is to invest in Proof Moonbirds and the Proof Ecosystem, with the intent to hold these asset(s) and one day sell for a significant premium.

Floorbirds DAO is structured as an Investment Club and capped at 99 members.

ARTICLE 2 MEMBERSHIP

2.1 Initiating Membership

Membership to Floorbirds DAO will be initiated by depositing ETH tokens into the Floorbirds DAO wallet via Prysm at the link provided privately in the Discord channel. This must be done during a designated membership round window, which will be announced in the Floorbirds DAO Discord. Any contributions made to the DAO after the fund is closed, without DAO approval as outlined in Section 2.5, will not be counted toward equity.

2.2 Membership Stake

Membership stake is automatically tracked using the Prysm's platform, not via issuance of an ERC token.

2.3 Minimum and Maximum Contribution

A minimum contribution of 1 ETH is required to join the DAO. Contributions by a given wallet must not exceed 10 ETH. Any amounts below minimum or exceeding maximum will be refunded in full to the wallet that deposited them, and membership will be revoked.

Deposits made prior to May 1, 2022 are not subject to minimum contribution requirements outlined above, but are subject to maximum contribution requirements.

2.4 Transfer of Membership

Membership to Floorbirds DAO is not transferrable. If you wish to exit the DAO, it will require a formal proposal to be approved by members of the DAO per the process outlined below.

2.5 New Member Approval

In time, DAO membership may be expanded by allowing new members to deposit ETH. Percent membership for new members will be determined based on net asset value of DAO wallet holdings and a small premium, both agreed upon by the DAO through formal proposal. New membership rounds must be approved by the DAO via proposal.

ARTICLE 3 VOTING

3.1 Voting Platform Logistics

Discord will be utilized as the voting and proposal management platform for Floorbirds DAO. Proposals will be proposed via the #proposals channel in Discord. Proposals can be put forth by any DAO member. The voting period on all DAO proposals will be 24 hours. If the necessary majority for passage is reached prior to the voting period elapsing; the transaction/decision will be executed at that time.

3.2 Voting Thresholds

A vote will be considered to have passed once the pertinent voting threshold has been met. There will be 2 different voting thresholds. The substance of the proposal will determine the pertinent voting threshold. If the applicable threshold is in dispute, then it will be presumed that the higher threshold applies. If a proposal falls under one of the following categories the required majority for passage will be 51%: - Passing a proposal to sell an asset from the DAO treasury - Passing a proposal to use the DAO treasury (e.g. purchase NFT) If a proposal falls under one of the following categories the required majority for passage will be 67%: - Amending provisions in this document - Distributing treasury funds to any DAO members - Opening the DAO for additional funding - Shutting Down the DAO - Changing a multi-sig signer - Removing someone from the DAO The necessary majority will be calculated by the total number of votes cast in the time period; If only 100 votes are cast of a possible 200 in the 24 hours, only 67% of the 100 are needed to pass the motion.

This means voting rates are per wallet, not per share.

ARTICLE 4 TREASURY MANAGEMENT

4.1 Multisig

The DAO treasury and assets will be held in a Gnosis Safe Multi-sig and managed using Prysm (built on top of Gnosis)

4.2 Signers

There will be 6 signers on the Floorbirds DAO Gnosis Safe. 4 out of 6 will need to sign for a transaction to be executed. The signers on the multisig will be:

rjmancuso, 0x3218b4Beb777b119Cf46E6cb28ABfb5714f4e273
KaSea, 0x7Ae83211Bc48b9B284574AaDc56294af86f41418 
soyhenry.eth, 0xe4633c2639313f30e59215917f1c704b3181184a
donnybonny, 0x13eeB18441d28E6257DDebdc5496A019857CA00e
misterb, 0xf62E85A8615BfCAA79F5B8847b379131E156C293
deepdownbelow, 0x9f885643734848ACB417eA3AFCE0b7d1160d3561

4.3 Multi-sig Members Duty

The multi-sig members will solely execute transactions that have been proposed and have received the pertinent majority to pass.

ARTICLE 5 MEMBER REMOVAL

5.1 Eligibility for Removal

The DAO reserves the right to remove a member from the DAO provided that a proposal is passed to said effect and the appropriate majority related to member removal is met.

ARTICLE 6 LIABILITY

6.1 Limitation of Liability

To the fullest extent permitted by law, in no event will Floorbirds DAO, any of its Members, or any of its Signers be liable to you or any third party for any loss of profit or funds due to participation in this DAO community. This includes but is not limited to loss of profit or funds arising from smart contract exploits, other malicious exploits, and market fluctuations.

ARTICLE 7 COMMUNICATION

7.1 Synchronous Communication

Member discussions will happen in a private discord channel in the Floorbirds DAO Discord. All owners members of the Floorbirds DAO will be granted access by a Discord administrator / moderator.