# VIGOR DAC CONSTITUTION ## 1. CORE PRINCIPLES ​1.1. This decentralized autonomous community (“DAC”) shall be known as VIGOR DAC and is governed by this Constitution, administered and upheld through the medium of blockchain technology. A hash of the source text of this Constitution is permanently recorded on the blockchain with it’s version noted and can be amended only with the methods and requirements stated herein. ​1.2. VIGOR DAC is founded on the following core principles, missions, values and aims: a) Building, coding and managing open-source software centered around the ideas expressed in the VIGOR Whitepaper and any forthcoming patents: VIGOR DAC shall always strive to ensure that it is able to build open source software for EOSIO software driven blockchains, or other chains as decided. VIGOR DAC should focus its efforts on building out, maintenance, running, and safekeeping, the code for the VIGOR protocol and all connected Smart Contracts and software platforms related to the VIGOR Whitepaper and forthcoming patents and extensions thereof agreed by the DAC. The main underlying purpose should always be creating and maintaining decentralized finance (DeFi) solutions. b) Openness and Transparency: All decisions made by the VIGOR DAC governance structures and all its operations will be open and transparent and are permanently recorded on the blockchain. No single actor and/or individual has the power to censor the protocol. c) Fairness: VIGOR DAC shall treat all members fairly, reward contributions appropriately and keep a non-profit policy. No single voting member should have less information about a decision than others. d) Decentralization: VIGOR DAC will strive to be decentralized with no central points of failure and it will strive for perpetuity, not being vulnerable to shutdown by any single or few actors or individuals, and being financially self sufficient for its entire duration. e) Delegated Mutability: The VIGOR protocol should only be upgradable through the Multisig consensus of its members. ​1.3. To the furthest extent permissible all the following provisions of this Constitution shall be interpreted in a manner consistent with the core principles expressed in this article. ## 2. MEMBERSHIP 2.1. Membership is the result of the digital signing of the Vigor DAC Constitution as permanently registered on the blockchain. Anyone having the legal capacity to do so is welcome to join as a Member. 2.2. Membership is a prerequisite for using in any way the VIGOR protocol. 2.3. Members in the future and under certain circumstances might be granted voting rights on the election of Custodians and on other topics. 2.4. Membership is a mandatory prerequisite to be eligible as a Candidate of the VIGOR DAC. 2.5. Members can resign anytime from the VIGOR DAC and this action will be permanently recorded on the blockchain. A member losing membership in this way will not be able to join again before 6 calendar months. ## 3. CANDIDATES 3.1. Candidates are Members that intend to be eligible to become Custodians. 3.2. For a Member to register as a Candidate, they must show participation, a commitment to the VIGOR DAC and its projects and forward a request to the Custodian Board. If they are approved, they will receive a VOTESTAKE token which is not sellable, listable, redeemable nor transferable in any way except by returning it to the DAC as a non-refundable stake, as an on chain record indicating and allowing them to be eligible to receive votes from the Custodians. 3.3. As long as a Candidate is not voted into the Custodian Board and becomes a Custodian, their staked VOTESTAKE token will not allow them to cast any effective vote, but just express a non-binding preference. ## 4. CUSTODIANS 4.1. Custodians are elected by vote of the other Custodians, amongst the existing pool of registered Candidates, with the twenty-one (21) Candidates receiving the highest number of votes being appointed to serve as Custodian (number of Custodians is configurable by DAC proposal). New Custodians receive a non-transferable VOTESTAKE token while ousted Custodians are clawbacked (VOTESTAKE is taken back by the DAC). The twenty-one Candidates so elected constitute the Custodian Board. If Candidates or existing Custodians receive an equal number of votes, priority will be alphabetical by account name. 4.2. Each Custodian is entitled to cast a maximum of twenty-one (21) votes to elect a Custodian (maximum number of votes is configurable by DAC proposal), but they can only cast 1 single vote for each single Candidate or existing Custodian, including for themself. 4.3. Each Custodian is entitled to issue a Proposal on any topic to the Custodian Board, including involving the expenditure of fiat or crypto assets of any kind, as long as such Proposal is compatible with the VIGOR DAC Core Principles and overall with this Constitution. 4.4 Each Custodian is entitled to cast one (1) vote to approve a Proposal. If a Proposal achieves the number of votes required for the permission level chosen by the proposer (for example, level high currently requires 11 out of 21 votes), it is approved and can be acted upon. 4.5. Custodians can propose to change the configurations in the DAC including but not limited to the number of custodians and the thresholds for three permission levels (high, med, low). The high permission level is for an Extraordinary Proposal with a higher quorum for approval to decide on highly sensitive, extraordinary matters that will be specifically listed in this Constitution. 4.6.Voting to elect a Custodian is executed once per period. The period length is configurable by DAC vote. Each Custodian shall therefore hold office for the term of one (1) period, commencing whenever anyone successfully calls the newperiod action on the DAC contract which is callable at a frequency of at most once per period without any required permissions. 4.7. Any Emoluments or other compensation for Custodians is allowed and will be established only by a vote of the Custodian Board. Emoluments must be proportioned to the actual work and responsibility of each Custodian and must be consistent with the existing cash flow derived from the VIGOR DAC Source of Income as stated in article 7 below. 4.8. Custodians who die, resign, or are otherwise removed immediately terminate their office, but any vote already cast by that Custodian in that period, prior to such termination, will still be valid. 4.9. A vacancy in the Custodian Board shall immediately be filled, for the remainder of the term, by the automatic appointment of the Candidate holding the highest number of votes on the candidate voting roster, but not currently serving as a Custodian, at the time of the creation of the vacancy. 4.10. Without prejudice to the appointment of a replacement Custodian ex 4.9 above, the continuing Custodians may act notwithstanding any vacancy in the Custodian Board, save that where the number of Custodians is reduced below the number fixed by or pursuant to this Constitution as the necessary quorum for the Custodian Board, and no Replacement Custodian is available, the continuing Custodian or Custodians may appoint directly new Custodians to fill any vacancy that has arisen by Resolution. ## 5. CUSTODIAN BOARD RESPONSIBILITIES 5.1. The operations and affairs of VIGOR DAC, including but not limited to the governance and administration of its assets and liabilities, shall be vested, determined and managed by and through the Custodian Board, as constituted from time to time, which shall hold and exercise all such powers pursuant to and in accordance with this Constitution and its Core Principles, and for the purposes aforesaid, the Custodian Board may do all acts, matters and things, and execute all contracts, instruments, deeds or other document, whatsoever and wheresoever, for and on behalf of the VIGOR DAC. 5.2. The Custodian Board may, with or without reason, remove another Custodian, Candidate or Member and claw back the VOTESTAKE token through the use of an Extraordinary Proposal and its related quorum. Members, Candidates or Custodians removed in this way will be permanently barred from joining again VIGOR DAC. ## 6. LEGAL REPRESENTATION 6.1. VIGOR DAC is not a legal entity outside of its platform, and therefore it can setup an external entity with legal representation if it is in its best interest and according to this Constitution. 6.2. The entity so created must be non-profit in nature and must agree to uphold the Core Principles of this Constitution. 6.3. The entity can be setup in any Country/Jurisdiction as long as it is legal, provides liability and patrimonial separation and upholds this Constitution. 6.4. The Custodian Board will elect up to 5 Custodians to act as members, directors or trustees with decisional powers over the legal entity. These 5 Custodians will rotate based on a schedule decided by the Custodian Board and can be removed with or without reason from this office – without prejudice of their position within the VIGOR DAC – by vote of the Custodian Board. The 5 Custodians must regularly report to the Custodian Board on any activity of the legal entity. 6.5. The entity’s bylaws must be drafted in such a way so as to guarantee control of VIGOR DAC over it; the entity will not own nor have any control over VIGOR DAC itself. 6.6. If required by the laws and regulations of the jurisdiction/Country in which the legal entity is based a third-party independent Director and/or Trustee can be nominated as needed but ultimate decisional power will always reside in the 5 Custodians nominated by the Custodian Board. 6.7. Any Custodian willing to be one of the 5 members of the legal entity is going to be subjected to strict KYC and AML checks and can be refused or rejected by the entity’s third-party independent Director and/or Trustee if any negative element will emerge from these background checks. ## 7. SOURCE OF INCOME 7.1. VIGOR DAC owns directly a portion of the total token issuance of VIG tokens of the VIGOR Protocol and can use these tokens as decided by the Custodian Board to forward, promote, manage, develop and execute any activity or principle expressed in this Constitution and its Core Principles. 7.2. It is possible for the Custodian Board to institute a commission percentage on some of the VIGOR Protocol activities for ensuring appropriate funding and upkeep of VIGOR DAC, its Members, Candidates, Custodians and the VIGOR Protocol itself. The expenditure of the assets so acquired can be used in the same way as in clause 7.1. above. 7.3. Any income or token issuance generated or owned by VIGOR DAC out of the management of the VIGOR Protocol in excess of any running costs (including Custodian’s Emoluments) can never be distributed to Members, Candidates or Custodians and construed therefore as a profit or dividend of any kind, and will have to be set aside for future expenditures. ## 8. AMENDMENTS 8.1. Any amendments to this Constitution will have to be proposed by a Custodian as an Extraordinary Proposal and voted by the Custodian Board with the higher quorum required. The amended Constitution will have to be uploaded to the blockchain and all existing Members, Candidates and Custodians will have to digitally sign it again or be automatically removed from the VIGOR DAC within 7 solar days from the upload. ## 9. VOLUNTARY DISSOLUTION 9.1. Voluntary Dissolution can only be proposed and voted through an Extraordinary Proposal and with its related voting quorum. 9.2. In case of a Voluntary Dissolution any outstanding assets owned by VIGOR DAC directly or through the control of the VIGOR Protocol can never be distributed to any of its Members, Candidates or Custodians but must instead be donated and devolved to another non-profit Decentralized Finance (DeFi) project of the Custodian Board’s choosing or, in absence any other non-profit association or charitable organization as voted by the Custodian Board. ## 9. APPLICABLE LAW AND JURISDICTION 9.1. This Constitution and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by or construed in accordance with the law of England and Wales. The Courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Constitution.