Charter of Robs Rules DAO LCA

 

Pending Ratification as of 10/11/2025

This Charter outlines the foundational principles, governance structure, and operational framework for Robs Rules DAO LCA, a Limited Cooperative Association formed under the Colorado Uniform Limited Cooperative Association Act.

PREAMBLE

We, the founders of Robs Rules DAO LCA, recognize the enduring value of Robert’s Rules of Order in fostering structured, equitable, and transparent decision-making and governance. Therefore, we have chosen to use the essence of Robert’s Rules of Order to provide an authentic governance and decision platform. We leverage the transformative power of blockchain technologies to extend these principles, enabling decentralized governance and decision-making that is accessible, immutable, and scalable across diverse organizations and communities. Our commitment is to democratize decision-making, ensuring all authentic voices are heard and human ingenuity is prioritized in an increasingly digital world, always favoring the human over the artificial.

ARTICLE I: NAME AND ESTABLISHMENT

  • Section 1: Name
    • The domestic entity name of this Limited Cooperative Association is Robs Rules DAO LCA.
  • Section 2: Legal Establishment
    • This Association is filed pursuant to the Colorado Uniform Limited Cooperative Association Act.
  • Section 3: Principal Office and Registered Agent
    • The principal office street address of the entity’s principal office is: 215 S Wadsworth Blvd, Ste 400, Lakewood, CO, 80226.
    • The registered agent name and registered agent address of the registered agent are:
      • Registered Agent Name: Colorado Registered Agents, Inc.
      • Registered Agent Street Address: 1500 N Grant Street STE R, Denver, CO, 80203
      • Registered Agent Mailing Address: 1500 N Grant Street STE R, Denver, CO, 80203

ARTICLE II: PURPOSES, MISSION, AND VISION

  • Section 1: Purposes
    • To deliver the essence of Robert’s Rules of Order through blockchain technology , thereby creating a decentralized, structured, and transparent platform for governance and decision-making.
    • To empower any organization, community, or collective to engage in a structured, equitable, and transparent decision-making process.
    • To transact any and all lawful business for which a limited cooperative association may be formed under the Colorado Uniform Limited Cooperative Association Act.
  • Section 2: Mission
    • To bring the essence of Robert’s Rules of Order to the blockchain, offering a decentralized and immutable platform for structured decision-making processes.
  • Section 3: Vision
    • To become the standard governance tool for DAOs, ensuring that all voices are heard and that decisions are made through consensus, transparency, and democracy.
    • The initial vision focuses on the governance of Decentralized Autonomous Organizations (DAOs), with future plans to reimagine authentic governance, social media, and all forms of genuine discourse, always favoring the human over the artificial.

ARTICLE III: GOVERNANCE STRUCTURE AND MEMBERSHIP

  • Section 1: Governance Overview
    • The business and affairs of the Limited Cooperative Association shall be managed by a Governing Council and the members of the cooperative association in accordance with this charter.
  • Section 2: Membership Classes
    • The Association will have two classes of general membership in addition to the Governing Council: Patron Members and Investor Members.
  • Section 3: Membership Rights, Duties, and Qualifications
    • This charter shall specify the rights, duties, and qualifications of each class of members, including voting rights and the basis for contributions.
  • Section 4: Governing Council Composition
    • The composition and formation of the Governing Council for Robs Rules DAO LCA, along with its specific powers, responsibilities, limitations, and checks, shall be defined within this charter. OLinks Corporation, a Texas-based company, acts as an Administrator of the DAO technology platform.

ARTICLE IV: PROPOSAL SYSTEM

This Article outlines the framework for submitting, discussing, voting on, and implementing proposals within Robs Rules DAO LCA, adapting the structured approach necessary for effective decentralized governance.

  • Section 1: Proposal Categories
    • Proposals within Robs Rules DAO LCA may generally fall into categories such as:
      • Standards Proposals: Pertaining to technical specifications and protocols for the platform.
      • Governance Proposals: Addressing changes to the organizational structure or rules of the Association.
      • Treasury Proposals: Concerning the allocation of organizational resources and funds.
      • Membership Proposals: Involving changes to membership rules or token distribution.
      • Partnership Proposals: For formal collaborations with external entities.
  • Section 2: Proposal Life Cycle
    • Proposals will follow a structured life cycle to ensure thorough review and democratic decision-making:
      • Proposal Recognition – Initial creation and discussion of a proposal:

The Chair, comprised of one or more members of the Governing Council, recognizes proposals submitted by members and creates the proposals by members so proposals can proceed to the discussion, amendment and voting phases.

      • Voting Period – Formal decision through tokenized voting: Robs Rules DAO LCA uses the Vocdoni blockchain voting protocol to deploy the essence of Robert’s Rules of Order on Blockchain in a Web3 online environment.
      • Implementation – Execution of approved proposals: When technically appropriate, the record of the execution of the proposal will occur on the Aragon DAO APP for Rob’s Rules DAO.
      • Review – Informal assessment of outcomes and lessons learned: The Governing council, with optional and selective participation from members, will conduct review of proposal execution and proposal results for the purpose of ongoing improvements in the proposal process.
  • Section 3: Voting and Decision-Making
    • Voting will occur on the Vocdoni blockchain voting protocol with the User interface of Robs Rules DAO (RRD).
    • The Vocdoni SDK is combined with Robs Rules DAO user interface as open-source code
    • Voting Thresholds: Specific approval and participation thresholds for different proposal categories will be defined by the Governing Council within this charter, ensuring appropriate levels of consensus and participation for decisions.

ARTICLE V: WORKING GROUPS

This Article outlines the framework for establishing and governing specialized Working Groups within Robs Rules DAO LCA to facilitate focused efforts and expertise.

  • Section 1: Establishment and Dissolution
    • Industry Focused or Expert Working Groups may be established through governance proposals approved by the Association.
    • Each Working Group must have a clear charter, objectives, and timeline.
    • Working Groups may be permanent or temporary based on their purpose.
    • Inactive Working Groups may be dissolved through governance proposals.
  • Section 2: Core Working Groups
    • While specific core working groups are to be determined and defined by the Governing Council, examples from other governance initiatives include Technical Standards, Legal and Regulatory, Education and Outreach, Ethics and Responsible Innovation, and Interoperability Working Groups.
  • Section 3: Working Group Governance
    • Each Working Group shall elect a Chair and Vice-Chair.
    • Working Groups shall define their internal governance procedures and report regularly to the General Membership.
    • Working Groups may request treasury allocations, when available, through proposals.

ARTICLE VI: GENERAL MEMBERSHIP

This Article defines the composition, powers, responsibilities, and tiers of the General Membership within Robs Rules DAO LCA.

  • Section 1: Composition
    • The General Membership shall consist of all token holders or formally recognized members within the Organization, including Patron Members and Investor Members.
  • Section 2: Powers and Responsibilities
    • All Members participate in discussions and community calls and contribute to Working Groups based on expertise and experience.
    • The Governing Council approves proposals and proposal conditions at their discretion. The General Membership votes on proposals recognized by the Governing Council across all categories, unless the proposal is specifically designated as industry or expert specific.
    • General Membership holds the Governing Council and leadership accountable through votes of no confidence. Proposal conditions and participation rates will be determined by the Governing Council.
  • Section 3: General Membership Tiers
    • The Governing Council will establish specific general membership categories and tiers, respecting the General Membership Composition stated in Section 1 above. The membership will be managed primarily through the Aragon App for Robs Rules DAO.
    • Governance tokens shall be issued to represent voting rights and participation of the different general membership categories and tiers. These tokens shall not represent financial interests or expectation of profit.

ARTICLE VII: TREASURY MANAGEMENT

This Article outlines the principles and procedures for the management of the Association’s financial assets, aligning with the funding mechanisms and use of the App.Aragon.org framework.

  • Section 1: Treasury Composition
    • The Association’s treasury may consist of cryptocurrency assets, fiat currency, grants, donations, and other digital assets.
  • Section 2: Treasury Oversight
    • Treasury activities shall be transparently recorded on-chain.
    • Multi-signature wallets shall be established in a reasonable timeframe from the formation of the Limited Cooperative Association. The Mult-signature wallet will require approval from a designated Treasury Committee appointed by the Governing Council. The Treasury Committee will include the Governing Council.
    • Regular financial reports shall be published to General Membership , and an annual budget shall be proposed and approved by General Membership.
    • The Governing Council shall have emergency treasury freeze capabilities. Management is through the Web3 App.Aragon.org framework.
  • Section 3: Permitted Expenditures
    • Treasury funds may be allocated for development, educational programs, research, community events and outreach, operational costs, and grants to aligned projects.

ARTICLE VIII: DISPUTE RESOLUTION

This Article establishes the framework for addressing and resolving disputes within Robs Rules DAO LCA.

  • Section 1: Internal Disputes
    • Disputes will be addressed at the lowest possible level, starting with Working Group Chairs, then joint committees for cross-group disputes, formal proposals for governance disputes, and an Ethics Committee for personal conduct disputes. The General Council will fulfill these roles until the general membership form the committees / working groups.
  • Section 2: External Disputes
    • Disputes with external entities shall be addressed initially through diplomatic channels. Legal disputes shall be handled by designated representatives of the Limited Cooperative Association, such as the Governing Council.

ARTICLE IX: LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the Colorado Uniform Limited Cooperative Association Act, as it may be amended, directors on the Governing Council shall not be liable to the Association or its members for monetary damages for a breach of fiduciary duty as directors.

ARTICLE X: INDEMNIFICATION

The Association shall indemnify its directors, officers, employees, governing council, association members, and agents to the fullest extent permitted by law.

ARTICLE XI: AMENDMENT PROCESS

This Article outlines the procedures for amending this Charter.

  • Section 1: Charter Amendments
    • This Charter may be amended through a Governance Proposal. Charter amendments shall require specific approval and participation thresholds, to be defined by the Governing Council.
  • Section 2: Emergency Amendments
    • In extraordinary circumstances, the Governing Council may propose emergency amendments, which require unanimous Governing Council approval and will have a sunset clause unless confirmed by the standard process.

ARTICLE XII: DISSOLUTION

This Article details the process for the dissolution of Robs Rules DAO LCA.

  • Section 1: Dissolution Process
    • Dissolution shall require specific approval and participation thresholds determined by the Governing Council.
    • A dissolution proposal must include a comprehensive plan for the transfer of intellectual property, distribution of treasury assets, archiving of records, and legal wrapper unwinding.

ARTICLE XIII: CODE OF CONDUCT

This Article sets forth the foundational principles and standards of conduct expected of all members and participants within Robs Rules DAO LCA.

  • Section 1: Foundational Principles
    • All members are expected to act with integrity, honesty, and in good faith and respect the diversity of perspectives.
  • Section 2: Communication Standards
    • Members must speak truthfully, provide accurate information, and engage in constructive and respectful dialogue.
  • Section 3: Ethical Responsibilities
    • Members must proactively disclose any potential conflicts of interest, maintain confidentiality when required, and ensure all external communications are approved by the Governing Council or designated authority.
  • Section 4: Community Engagement
    • Members are expected to actively support the mission, contribute positively, foster an inclusive environment, and promote collaboration.
  • Section 5: Professional Conduct
    • Members shall avoid harassment, discrimination, and harmful behavior, treating all members with respect.
  • Section 6: Enforcement
    • Violations of the Code of Conduct may result in actions ranging from a warning to expulsion from the Organization. The enforcement process will be fair and transparent, overseen by the Governing Council with a right of appeal to the General Membership.
  • Section 7: Continuous Improvement
    • The Code of Conduct shall be a living document, subject to regular review and adaptable to evolving needs.
  • Section 8: Commitment
    • By participating in Robs Rules DAO LCA, members commit to upholding these principles.

ARTICLE XIV: EFFECTIVE DATE AND RATIFICATION

  • Section 1: Effective Date
    • This document shall be effective upon filing with the Colorado Secretary of State.
  • Section 2: Ratification
    • This Charter shall become effective upon approval by the Governing Council and formal registration of the legal wrapper entity