HP023 - Signatory Body Appointment Proposal

Cosmic Cactus Ltd Signatory Body Appointment Proposal

This proposal seeks the objective of:

Appointing Cosmic Cactus Inc, a newly incorporated company (hereafter “Cosmic Cactus”) as the Hubble Exchange DAO Signatory Agent and Holding Entity (the “DAO”) for the following functions:

  • Signing as an agent of the DAO for certain contracts with off-chain providers who may require a counterparty signatory, which include but are not limited to partnerships or third party services/contractors.
  • Holding certain tangible or intangible assets otherwise non-possessible by the Hubble Exchange DAO, in connection with the technicality of Hubble Exchange DAO lacking legal personality.

Motive

Having a legal entity that represents the DAO in the “real world” is valuable for a number of reasons:

  • It provides limited liability to the DAO participants for the actions of the DAO. Without a legal entity, participants may be individually held liable for anything the DAO as a whole does.
  • It is capable of entering into contracts with other “real world” entities, of holding assets (including IP rights), investment agreements and so forth. Hubble Exchange DAO will not be able to do any of the aforementioned due to the lack of a legal personality, known as the agency problem, which is sought to be addressed via this proposal through appointment.

In consideration of the above, there is a need to appoint an agent that works solely for Hubble Exchange DAO as a proxy and signatory body.

Through this appointment of Cosmic Cactus, the Signatory Body will work only for the DAO and will sign contracts/documents as approved and instructed by DAO proposals in the future. The existence of Cosmic Cactus does not and will not impinge on the decentralization of the protocol as a whole because its powers are confined to the will of the DAO at all times and as a proxy, the entity will not have any form of self- autonomy besides that which is allowed to it from time to time by the DAO.

Background and Material Conditions

Cosmic Cactus is a Panamanian entity created specifically with the purpose of being a potential signatory body for and of the Hubble Exchange DAO.

Any additional functions to be added to the scope of allowed activity of Cosmic Cactus (the “DAO Signatory Body” or “Signatory Body”) will be proposed and voted upon via future DAO proposals to ensure all functions of the Signatory Body are controlled solely by the Hubble Exchange DAO.

Cosmic Cactus remains bound by the will of Hubble Exchange DAO and will serve the DAO, contractually adopting a fiduciary duty thereto, owing the fiduciary duties of good faith and any other residual responsibilities resulting therefrom. In the execution of this fiduciary duty, Cosmic Cactus is required to maintain the best interests of the Hubble Exchange DAO in the execution of its delegated functions.

In exchange for the good faith of the directors of the DAO Signatory Body, the DAO and all its constituent members shall exercise counterparty consideration in good faith by limiting and indemnifying the liability of directors elected and waive any potential action in equity or common or civil law as potentially afforded to the individual with regards to their specific jurisdiction.

The Hubble Exchange DAO shall also reimburse any financial burden resultant from directorship, including but not limited to burdens associated with any legal action taken against the directors of the DAO Signatory Body resulting from directives imposed on the directors of the Signatory Body by the DAO.

All directors of the DAO Signatory Body are required to act in the best interests of the DAO throughout the course of their tenure and may only act insofar as the DAO approves the action of the director in the course of directorship. Directors of the DAO Signatory Body can be asked to step down at any time and without cause by the DAO, upon the passing of a binding proposal and replaced at-will by the Hubble Exchange DAO in the case of removal.

The inaugural DAO Signatory Body directorship will be composed of:

  • theteatotaller, a long time member and advisor of the DAO and member of the policy team. (the “Inaugural Director”)

Directors appointed to Cosmic Cactus may be rotated, in the sole and absolute discretion of the DAO, periodically. Replacement directors shall be designated by the DAO.

The Inaugural Director shall have a minimum tenure of three (3) years from the date of being registered as director of the Signatory Body (“Mandated Tenure”), or until termination by the DAO, whichever is shorter.

The purpose of a discretionary, periodic cycling of directors is to maintain a high level of decentralization, with existing members of the DAO chosen as potential directors based upon the trustworthiness of the individuals and the sum of their material contributions to the DAO. Directors may step down after the Mandated Tenure, if any, period has lapsed, so long as such resignation does not adversely affect the DAO, is done in good faith and is done in accordance with the mandatory resignation requirements listed below.

Voluntary resignation by a director is permitted only after the satisfaction of three prior conditions:

  • i. the Mandated Tenure period has lapsed, if any, and;

  • ii. written notice has been provided by the resigning director of an intent to resign, and;

  • iii. the DAO has located and appointed an appropriate replacement for the resigning
    director.

Compensation and Coverage of Expenses

In exchange for the director’s services provided in dedication to the DAO, theteatoller shall be compensated pursuant to this proposal at:

  • A rate of $1000 per month.
  • 0.1% allocation of Hubble tokens subject to a vesting schedule of: 6 months cliff beginning from the date of token generation event, and 24 month linear vesting thereafter the cliff period has lapsed.
  • Coverage of all associated expenses with directorship, including but not limited to notarization of required documentation.

## Copyright

Copyright and related rights waived via CC0.

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