Fluence DAO (Swiss Association)
Fluence has established an association under Swiss law (Articles 60-79 of the Swiss Civil Code). This association includes a decentralized autonomous organization (DAO).
The association is a legal entity with limited liability. It has an independent identity and is governed by its members, but does not belong to anyone.
The activities of the association are determined by its statutes, and certain matters (such as changing the purpose or name) require the approval of other institutions, as specified in the statutes.
Summary of the Association's Statutes
The association has three main bodies: (1) the General Assembly, (2) the Governance Committee, and (3) the Governance DAO. A brief summary is as follows:
The General Assembly is the main body of the association and, in addition to applicable Swiss law, decides on the statutes and regulations of the association, setting the basic rules. Any changes to the rights of the Governance DAO, the purpose or name of the association require the approval of the Governance DAO [see Article 4 of the General Assembly Regulations].
The Governance Committee is responsible for managing and representing the organization in its dealings with various authorities and third parties.
The Governance DAO, within the limits of the law and the statutes, has exclusive powers to organize and further develop the Fluence ecosystem and the Web3 software protocol. The Governance DAO, rather than the General Assembly, has the power to appoint and dismiss (including without just cause) members of the Governance Committee.
The Governance DAO decides on the development of the Fluence ecosystem, the Fluence protocol, the management of association assets, the appointment and dismissal of members of the Governance Committee, and other matters.
Responsibilities of the Association's Bodies
General Assembly
Function. From a legal perspective, the General Assembly is the highest body of the association. The General Assembly decides on the main structure of the association. Therefore, it has the power to amend and modify the statutes, subject to the approval of other institutions.
Composition. Each member of the association is represented in this body.
Powers. The General Assembly has the following powers:
Amending and modifying the statutes and regulations within the powers of the General Assembly;
Determining membership fees (if any);
Dismissing members who violate the statutes or regulations or engage in harmful behavior to the association's interests;
Appointing auditors when proposed by the Governance Committee, Governance DAO, or members;
Approving the association's financial statements and reports issued by auditors;
Supervising and dismissing members of the bodies;
Determining annual membership fees;
Deciding on appeals against the dismissal of members by the Governance Committee or Governance DAO;
Other powers specified in the statutes or regulations.
In addition to the above powers, unless otherwise provided in the statutes or laws, the General Assembly has no other powers.
Rights. Members of the General Assembly have the following rights:
Voting rights: Each member has one vote.
Each member must comply with admission criteria and procedures, at least disclosing their name, surname, and address.
Governance Committee
Function. The Governance Committee is the executive body of the association responsible for administrative activities.
Composition. The Governance Committee consists of at least three and a maximum of seven members. The members of the Governance Committee can be members of the association or not.
Powers. The Governance Committee primarily performs the following tasks:
Tasks provided by law, unless otherwise specified in the statutes;
All mandatory regulatory filings;
Registering the association in the commercial register and defining signing authority (if necessary);
Determining the membership eligibility criteria of the association;
Dismissing members who violate the statutes or regulations or engage in harmful behavior to the association's interests.
Rights. The Governance Committee has veto power over decisions of the Governance DAO if they:
Violate any provision of the statutes or regulations;
Violate any applicable laws or regulations;
Are detrimental to the interests of the association and are inconsistent with the founding intentions.
The election of governance members every two years cannot be vetoed.
Governance DAO
Function. The DAO is managed by the Governance DAO.
Composition. The Governance DAO consists of natural persons or legal entities who hold one or more FLT tokens legally and participate in governance DAO voting. Participants in the Governance DAO can be members of the association or not.
Powers. All powers not allocated to the General Assembly or the Governance Committee belong to the Governance DAO. The powers and responsibilities of the Governance DAO include:
Designing and maintaining the project application submission, review, and evaluation process related to the Fluence ecosystem, and allocating project funding;
Reviewing proposals for further development of the Fluence Web3 software protocol;
Managing association assets based on the purpose, risk tolerance, and cash flow requirements of the association (taking into account the requirements of the Governance Committee);
Providing opinions and recommendations on proposals to amend the statutes or regulations of the General Assembly;
Appointing and dismissing members of the Governance Committee;
Creating and dissolving subcommittees (sub-DAOs or guilds), including implementing regulations and dismissing subcommittee members;
Under certain conditions, the Governance DAO can dismiss association members.
Rights. Participants in the Governance DAO have the following rights:
Proposing motions for the Governance DAO to vote on, as required and subject to the requirements and thresholds of the Fluence Web3 software protocol code (the "Fluence Governance System").
Passing motions by the Governance DAO based on the majority and thresholds of the Fluence Governance System.
Each FLT token grants one vote to the holder. Voting rights can be delegated.
Auditors
If appointed by the General Assembly or required by law, auditors shall:
Annually audit the accounts, books, and records of the association in accordance with Swiss law;
The audit report shall be submitted to the Governance Committee and approved by the General Assembly.
Other Institutions
Other institutions must be appointed by the General Assembly through amendments to the statutes and/or regulations. When doing so, the statutes must specify the functions, composition, powers, and rights of the new institutions. The Governance DAO can create sub-DAOs or guilds and implement appropriate regulations in this regard.