Constitution
DRAFT - Working document: 12 May 2024
XR Foundation, a Cayman Islands foundation company (the "Foundation"), aims to facilitate the growth of XR One. The Foundation has adopted Bylaws and other required formation documents, necessary to establish the Foundation’s initial governance structure. The Token holders have the ability to make certain decisions in relation to the Foundation and XR One as set forth in the Foundation Documents. The DAO (once established) will govern the Foundation via Tokenholder Votes, in accordance with the Foundation Documents (including through submitting and voting on XIPs).
Bylaws
The Foundation’s Bylaws detailing the underlying governance structure for the Foundation can be found here.
Formation Documents
The Foundation’s formation documents, including the Amended and Restated Memorandum of Association and Articles of Association (the "A&R M&A'), can be found here.
Code of Conduct
All members are expected to adhere to the following Code of Conduct:
Respect: Treat all individuals with respect, dignity, and empathy, regardless of their background, identity, beliefs, or role. Foster a welcoming and inclusive environment that encourages diverse participation and perspectives. Harassment, discrimination, hate speech, and personal attacks will not be tolerated.
Integrity: Act with honesty, transparency, and accountability in all interactions and transactions. Do not engage in fraud, deceit, misrepresentation, or other unethical behaviour. Disclose any potential conflicts of interest and prioritize the interests of the Foundation above personal gain.
Collaboration: Foster a spirit of open collaboration, knowledge-sharing, and mutual support within. Contribute constructively to discussions and decision-making processes, and respect the outcomes of community governance. Offer assistance and mentorship to others where possible, and avoid actions that undermine the community's collective success.
Compliance: Adhere to all Applicable Laws and regulations in your participation. Do not engage in illegal activities or enable others to do so.
Privacy: Respect the privacy and confidentiality of others' personal information, intellectual property, and sensitive data shared within the community. Do not disclose such information without explicit permission, except as required by law. Use appropriate security measures to protect the confidentiality and integrity of data entrusted to you.
By participating in the Foundation, members agree to uphold this Code of Conduct in letter and spirit. It is the responsibility of all community members to create a culture of integrity, respect, and innovation. The Code of Conduct may be amended from time to time through the XIP process as the community evolves.
Council
A Council (the “Council”) shall represent the interests of the foundation and be composed of at least three (3) Members who are appointed in accordance with the Bylaws. If a Council Member position is or will become vacated, such that the Council would be less than three (3) Council Members, the token holders shall elect a replacement by token holder vote as quickly as is practical. The Council may use discretion to bypass ordinary Tokenholder Vote or XIP procedures to implement emergency proposals and actions necessary to preserve the safety or security of the Foundation, the DAO and/or XR One, its users, or the Foundation’s assets. Examples of emergencies include but are not limited to security breaches, violations of core principles, network attacks, etc.
Emergency Actions
The Council shall have a veto right on XIPs put forward by the Token holders if such XIP: (i) violates any provision of the Bylaws, the Foundation Articles, this Constitution or any other document, policy or regulation as may be adopted by the Foundation; (ii) violates any applicable law or regulation; or (iii) is detrimental to the interests of the Foundation or the DAO (as determined by the Foundation Directors).
The Council must not use its power to perform such Emergency Actions except in a true security emergency, such as a critical vulnerability that could significantly compromise the integrity, confidentiality or availability of the Jito Network or the Realms Treasury.
After performing any Emergency Action, the Council must issue a full transparency report (at an appropriate time after the security emergency has passed) to explain what was done and why such Emergency Action was justified. The DAO is able to curtail or eliminate the Council's power to perform Emergency Actions via approval and implementation of a XIP.
Non-Emergency Actions
For legal or other reasons, including inconsistency with the Foundation’s purposes, the Council shall also maintain the ability to act outside of an Emergency Action pursuant to XIPs that have been approved by Tokenholders in accordance with the XIP Process to perform protocol improvements and adjustments to certain parameters including, without limitation validator delegations or technical upgrades to programs critical to XR One's operation.
During the first 12 months of the DAOs existence, the Council is also permitted to execute regular course transactions, within reason, including (i) Treasury transfers for incentivising the XR One's growth, (ii) other de minimis payments not related to incentivizing XR One's growth or (iii) technical upgrades. This provides operational flexibility as Tokenholders organise around the XIP process.
Council Meeting Procedures and Frequency
Regular Meetings
Regular Meetings (as defined below) enable the Council to vote on XIPs and take any other acts within the Council’s authority.
Scheduling
The Council may convene every four (4) weeks, or at its discretion, subject to a reasonable amount of notice to Council Members (each, a “Regular Meeting”). A Regular Meeting may take place via telephone, videoconference, or through a group chat application.
Attendees
Only Council Members will be permitted to attend Regular Meetings, provided that the Council may permit any Foundation Representative (including the Foundation Directors, the Foundation Supervisor or the Administrator) to attend Regular Meetings, and may provide the Foundation Representatives with any and all information relevant to the business of a Regular Meeting. The invited Foundation Representatives will not be counted towards the satisfaction of a quorum for a Council Vote.
Quorum
A quorum of a Regular Meeting consists of at least 3 Council Members. A Regular Meeting may not proceed without a quorum.
Meeting Notes
The Council may appoint a Council Member, Foundation Representative, or an authorized third party to take notes of the Regular Meeting (the "Meeting Notes").
Meeting Notes may exclude the following topics, which may be discussed at Regular Meetings from time to time:
Individual financial or investment positions of Council Members
Unremedied security vulnerabilities affecting the Network, or other projects therein
Foundation activities that are subject to non-disclosure agreements with third parties
Compensation information of Council Members and Foundation Representatives
Emergency Meetings
In response to an imminent security threat to XR One or the XR One community, any protocol utilizing the Token, or the Foundation, the Council may convene irregularly scheduled emergency meetings ("Emergency Meetings").
The same rules that apply to Regular Meetings will apply to Emergency Meetings, except that:
An Emergency Meeting does not need to be convened with reasonable notice to Council Members or the Foundation Directors.
There is no quorum requirement for an Emergency Meeting.
The Council will not publish Meeting Notes from Emergency Meetings until the underlying security threat has been remedied or judged to no longer be a threat, in the Council’s sole discretion
Each member of the Council shall have one (1) vote in Emergency Meetings.
Compensation
Initially, the Council Member position will be paid in $XR. Any changes to the Council Member compensation shall be subject to approval by Tokenholders by Tokenholder Vote.
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