MONARCH SOVEREIGN ALLIANCE - DAO OPERATING
AGREEMENT
PREAMBLE
This Operating Agreement establishes the Monarch Sovereign Alliance, a
Decentralized Autonomous Organization (DAO) operating under the legal
framework of a U.S. S Corporation. This agreement is designed to embody the
foundational principles of the United States Constitution, ensuring decentralized
governance, protection of member rights, and a system of checks and balances
within the Alliance.
ARTICLE I: ORGANIZATION AND PURPOSE
Section 1.1: Name and Entity
The name of the entity shall be Monarch Sovereign Alliance (hereinafter referred to
as the "Alliance"). The Alliance is organized as a Decentralized Autonomous
Organization and registered as an S Corporation under the laws of the United
States of America.
Section 1.2: Purpose
The purpose of the Alliance is to facilitate collective decision-making, resource
allocation, and project development through a decentralized and transparent
governance structure, inspired by the principles of self-governance, individual
liberty, and the rule of law as enshrined in the U.S. Constitution.
ARTICLE II: MEMBERSHIP
Section 2.1: Membership Classes
Membership in the Alliance shall be defined and managed through on-chain
verifiable tokens or credentials, as further detailed in the Alliance's Bylaws.
Different classes of membership may exist, each with specific rights and
responsibilities.
Section 2.2: Admission and Withdrawal
Admission to membership shall be governed by the processes outlined in the
Bylaws. Members may withdraw from the Alliance in accordance with the
procedures specified therein, which shall include provisions for the equitable
handling of their stake or contribution.
Section 2.3: Rights of Members
Members shall possess rights including, but not limited to, the right to propose
governance actions, vote on proposals, access information regarding Alliance
operations, and participate in the decision-making processes, subject to the
limitations and procedures set forth in this Agreement and the Bylaws.
ARTICLE III: GOVERNANCE AND OPERATIONS
Section 3.1: Constitutional Governance Principles
The governance of the Monarch Sovereign Alliance shall be structured to reflect the
following U.S. Constitutional principles:
Separation of Powers: Governance functions will be divided among distinct,
yet interconnected, operational branches or councils, each with defined
authorities and limitations.
Checks and Balances: Mechanisms will be in place to allow different
governance bodies or a supermajority of members to review, approve, or
reject actions taken by other bodies, preventing overreach.
Due Process: All members are entitled to fair and transparent procedures in
governance matters, including proposal consideration, voting, and dispute
resolution.
Individual Rights: The fundamental rights of members, as defined by the
Alliance's charter and applicable laws, shall be protected within the scope of
the DAO's operations.
Rule of Law: All actions and decisions within the Alliance shall adhere to this
Operating Agreement, the Bylaws, and applicable external laws.
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Section 3.2: Governance Structure (The Three Branches)
The Alliance shall operate with a structure inspired by the U.S. system of
government:
Legislative Branch (The Council of Proposers): Responsible for originating
and drafting governance proposals. Membership may be based on
demonstrated contribution or stake.
Executive Branch (The Stewards Council): Responsible for executing
approved proposals, managing day-to-day operations, and overseeing project
implementation. Members elected by the general membership or token
holders.
Judicial Branch (The Arbiter Council): Responsible for interpreting the
Operating Agreement and Bylaws, and resolving disputes. Members elected
or appointed based on their impartiality and understanding of Alliance Principles.
Details regarding the composition, election/appointment, terms, and specific
powers of each branch shall be elaborated in the Alliance's Bylaws.
Section 3.3: Proposal and Voting Process
All significant decisions shall be made through a formal proposal and voting
process. This process will include public proposal submission, a discussion period,
and a weighted voting mechanism (e.g., token-weighted, reputation-based),
ensuring a high degree of transparency and member participation. Quorum
requirements and supermajority thresholds for proposal passage will be defined in
the Bylaws.
Section 3.4: Amendments
This Operating Agreement and the Alliance's Bylaws may be amended through a
governance proposal that achieves a supermajority vote of the membership, as
defined in the Bylaws. Amendments must align with the foundational
Constitutional principles of the Alliance.
ARTICLE IV: FINANCIAL PROVISIONS
Section 4.1: Treasury Management
The Alliance shall maintain a decentralized treasury, managed by the Stewards
Council under the oversight of the membership and subject to the approved
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proposals. All treasury actions must be transparent and auditable on the
blockchain.
Section 4.2: S Corporation Taxation
As an S Corporation, the Alliance will adhere to all applicable tax laws. Profits and
losses will be passed through to the members in accordance with IRS regulations.
The specific tax treatment for members will be detailed in disclosures provided by
the Alliance.
ARTICLE V: DISPUTE RESOLUTION
Section 5.1: Internal Disputes
Disputes arising between members, or between members and the Alliance, shall
first be addressed through direct communication. If unresolved, such disputes shall
be submitted to the Arbiter Council for review and binding resolution in accordance
with the principles of due process and fairness.
Section 5.2: External Disputes
The Alliance shall appoint legal counsel to represent it in any external legal matters,
acting under the direction of the Stewards Council and with the approval of the
membership for significant legal actions.
ARTICLE VI: DISSOLUTION
Section 6.1: Voluntary Dissolution
The Alliance may be dissolved voluntarily through a governance proposal approved
by a supermajority of the membership. Upon dissolution, assets shall be
distributed to members and/or charitable organizations as determined by the final
governance vote, in accordance with legal and regulatory requirements.
Section 6.2: Involuntary Dissolution
In the event of involuntary dissolution due to legal or regulatory action, the Alliance
will comply with all applicable laws and court orders regarding the distribution of
assets.
ARTICLE VII: BYLAWS AND AMENDMENTS
Section 7.1: Bylaws
The Monarch Sovereign Alliance shall adopt a set of Bylaws that further detail the
operational procedures, specific roles, election processes, and governance
mechanisms consistent with this Operating Agreement and its Constitutional
underpinnings. The Bylaws shall be considered an integral part of this Agreement.
Section 7.2: Amendments to Agreement and Bylaws
Any amendments to this Operating Agreement or the Bylaws require a proposal
submitted to the membership and approval by a supermajority vote, as stipulated
in the Bylaws. All amendments must uphold the core Constitutional principles upon
which the Alliance is founded.
ARTICLE VIII: MISCELLANEOUS
Section 8.1: Governing Law
This Operating Agreement and the governance of the Monarch Sovereign Alliance
shall be governed by and construed in accordance with the laws of the United
States of America, with a particular emphasis on principles derived from its
Constitution.
Section 8.2: Entire Agreement
This Agreement, along with the adopted Bylaws, constitutes the entire agreement
between the members and the Alliance, superseding any prior understandings or
agreements.
CONCLUSION
By participating in the Monarch Sovereign Alliance, members agree to abide by the
terms of this Operating Agreement and the accompanying Bylaws, fostering a
decentralized, self-governing community built upon enduring principles of liberty
and justice.
