Our Internal Protocols

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01. Recitals

Atom Accelerator DAO (AADAO) came into existence with a community mandate for an initial term of 9 months in February 2023 via a social compact passed by ATOM Community referred to as Prop 95.
The purpose of Internal Protocols is to set cornerstones of a social compact between AADAO Contributors and the ATOM community under the original Prop 95 and the AADAO Prop 865 renewal proposal, and to frame a process for ongoing evolution.
AADAO is staffed by members of the community referred to as Contributors.
Based on the protocols and policies that have evolved within AADAO organically via the social process of Contributors collaborating together over 10 months, and based upon lessons learned and intentions to improve the design, an initial set of Internal Protocols for AADAO were presented to the ATOM community under the Prop 865 renewal mandate.
AADAO Contributors shall endeavor to build out, refine, and formalize this set of Internal Protocols as the organizational needs dictate.
Fashioned in connection with these Internal Protocols for AADAO, a Guernsey Purpose Trust is implemented to establish a bridge to legacy world contracting under Guernsey’s Rule of Law and to mitigate certain risks for AADAO, its Contributors, and the Cosmos Hub community.

02. Community Charter

AADAO’s community mandate shall be to support projects that drive value for ATOM token holders, as per Prop #95 and Prop #865, with an emphasis on (but not limited to) projects that are open source, public goods, ecosystem-wide initiatives, and venture grants.
Passed Cosmos Hub Public Governance Proposals:
1. Proposal #95 – https://wallet.keplr.app/chains/cosmos-hub/proposals/95
2. Proposal #865 – https://wallet.keplr.app/chains/cosmos-hub/proposals/865

03. Mandate in Service of Cosmos Public Governance

AADAO Contributors respect Cosmos Hub Public Governance’s overriding and overruling authority on all matters, as if the onchain community voting outcome is a decree that takes precedence over all other matters.
AADAO Contributors acknowledge Cosmos Hub Community as the owner of its assets and Cosmos Hub Public Governance as the sovereign voice enabling its existence, mandate, balance sheet, activities, and termination.
AADAO Contributors respect that all successful onchain voting outcomes of Cosmos Hub Public Governance are to be honored with a sense of purpose, honor, duty, and integrity.
As such, AADAO Contributors shall respect any onchain voting outcome passed by Cosmos Hub Public Governance to change any aspect of AADAO’s mandate, protocols, or Guernsey Trust structure, including disbanding AADAO, disbanding Committees or subcommittees, removing personnel, or recalling its assets to the Community Pool.

04. Limited Autonomy

AADAO shall exercise a right to Limited Autonomy, and updates to the Internal Protocols document shall be possible from time to time, to enable the Organization’s organic, iterative and progressive evolution.
Once per year, or as often as necessary, Atom Accelerator DAO (AADAO) Contributors shall review and consider updates to the Internal Protocols document, with the ratification of a new version of the document requiring an All of AADAO vote (see clause 5G) and will require all AADAO Contributors to sign it electronically. This process can be initiated by any member of the Strategy Committee.
Of course, AADAO’s Limited Autonomy is subject to always being overridden and overruled by a vote of Cosmos Public Governance via community governance proposals, and changes effected in this manner shall be added directly to the Community Charter section of this document and shall become immovable guideposts and constraints on the organization.

05. Protocols of AADAO Organization

The General Manager (GM)
1. Role: It shall be directionally similar to a CEO’s role, subject to the ratification of proposals of the GM by the Strategy Committee to ensure effective steering of AADAO decisions.
2. Appointment: Initially appointed to be Youssef Amrani, who also acts as Lead of the Strategy Committee. For succession planning, the 2nd and future GMs of AADAO shall be appointed by a 60% supermajority vote of the Strategy Committee (who also shall run the hiring process) and ratified by an All of AADAO vote (see clause 5G).
3. Removal: The GM shall be removed by:
  1. AADAO’s dissolution; Contributor’s death or retirement; or,
  2. via a voting process initiated by a consensus of 2 of 3 Oversight Committee members (or a minimum of 2 of 2 if there are only 2 members in the Oversight Committee at that time) and must be ratified by an All of AADAO vote (see clause 5G)
The Committees
1. In addition to the Strategy Committee, there shall be Sub-DAOs or sub-Committees or Committees (terms used synonymously) with their own multisigs funded by the Strategy Committee multisig to perform the work of AADAO in service of its community mandate.
2. The initial Committees created under the Prop #865 renewal mandate shall be the Grant Committee, Operations Committee, and Oversight Committee.
3. Each Committee shall have a Bylaws document appended to the Internal Protocols – proposed by the GM, ratified by the Strategy Committee, and approved via an All of AADAO vote (see clause 5G).
The Committee Budget Approval Protocol
1. The GM shall review budget proposals from each Committee Lead once per year and negotiate an effective allocation of DAO resources with Committee Leads.
2. Any Budget proposals embraced by the GM and Committee Leads shall be presented to the Strategy Committee for ratification by a simple majority vote of the Strategy Committee, before funds are dispensed to the Committee multisigs from the Strategy Committee multisig to fund programme budgets.
The Hiring/Firing Protocol for Committees
1. The hiring/firing of AADAO personnel approved under the Budget shall be conducted as follows:
  1. The hiring of Committee Members: A Hiring Working Group, consisting of the GM, the Lead of the Committee, and one additional member from either within the Committee or from the Strategy Committee, shall conduct the interviews and advise the Committee Lead in the offer-making and decision-making process, which is ultimately made by the Committee Lead. Some exceptions apply for specific roles in the Oversight Committee (see clause 8).
  2. Firing of Committee Members: This will be at the discretion of the Committee Lead, or, if there is no Committee Lead at the time, at the discretion of GM. Some exceptions apply for specific roles in the Oversight Committee (see clause 8).
  3. The hiring of Committee Leads: For hiring Committee Leads, the GM, one Strategy Committee member, and a third person shall join the Hiring Working Group, and the final selection must also be ratified by the Strategy Committee at the GM’s recommendation.
  4. Firing of Committee Leads: At the discretion of the GM, with the exception of the Oversight Committee members (see clause 8).
  5. Unless a different procedure is stated elsewhere in this document for a particular role, in cases of gross misconduct, unethical, or fraudulent behavior, any Contributor can be terminated at the direction of the Oversight Committee, ratified by a 60% supermajority vote of the Strategy Committee.
The Canonical Record of Contributors Protocol
1. The canonical record of the set of Contributors who are actively contributing to AADAO shall be maintained in Annex 1, and published transparently to the community via the DAO DAO software.
2. Annex 1 is designed to be updated independent of updates to the AADAO Internal Protocols, by vote of the Operations Committee via DAO DAO software, so that the record of members of the DAO is always kept current.
Performance Incentive Plan Protocol
1. AADAO shall have as one of its protocols a Performance Incentive Plan.
2. The plan shall be designed by the GM and ratified by the Strategy Committee.
AADAO Voting Protocols
1. Wherever we have used the term “All of AADAO vote”, it is defined as:
  1. Rare events where all Contributors of the DAO must vote to ratify key decisions, such as:
    1. adopting changes to this Internal Protocols document;
    2. add/remove the GM; or
    3. add/remove an Oversight member.
  2. AADAO Contributors have weighted voting power based on their roles, with individuals occupying multiple roles qualifying for additive voting weight, as stated below:
    1. Strategy Committee member: 2 votes
    2. General Manager: 2 votes
    3. Committee Lead: 1 vote
    4. Grant Committee member: 1 vote
    5. Operational Committee member: 1 vote
    6. Founding Contributors: 1 vote
  3. The voting weights will be allocated as per clause 5G.2, so long as the contributor is 50% FTE or higher, except:
    1. Strategy Committee members who are less than 50% FTE have a full vote;
    2. Oversight Committee members, who do not have a vote in these operational concerns;
    3. Other Contributors, who are less than 50% FTE will have a vote weight proportional to their FTE percentage.
  4. By default, for any vote to ratify the removal of a Contributor (e.g. removal of GM, removal of Oversight member), the Contributor in question shall not be permitted to vote, and their voting weight shall be removed when calculating the voting thresholds.
  5. All of AADAO votes require a 60% supermajority “Yes” outcome to go into effect.
2. Votes within a Committee will be conducted as follows:
  1. All votes within a subcommittee are based on a 1 person 1 vote, regardless of their FTE percentage.
  2. Any such vote requires a simple 50%+ majority vote.
Trust and Trustee Protocol
1. AADAO shall implement a Guernsey Purpose Trust structure and appoint a professional Trustee in order to protect its assets under the Rule of Law system of the island of Guernsey.
2. The primary point of contact for the Trustee shall be the GM or the designee of the GM, and any instructions to the Trustee to pay grants, enter into investment agreements, or modify arrangements between AADAO and the Trustee shall come to the Trustee from the GM or the GM’s designee.
3. The exception to the clause above is if the Strategy committee votes unanimously to replace the GM or the GM’s designee as the point of contact and source of instructions for the Trustee, and informs the Trustee of such in writing.
Code of Conduct Protocol
1. AADAO shall maintain a Code of Conduct Protocol, with modifications becoming operative via an All of AADAO vote.
Liability Protocol
1. In the ordinary process of running the AADAO Grants program, within the scope of its mandate on behalf of the Cosmos Hub Community, if there are any liabilities created for AADAO Contributors, the DAO can elect to fund legal expenses to defend itself and its Contributors subject to a 60% supermajority vote of Strategy Committee; and,
2. by the same mechanism, the Strategy Committee may cut such funding for legal expenses of Contributors at any time.

06. Strategy Committee Bylaws

Purpose
1. The Strategy Committee is a committee of individuals who act as a guiding force for AADAO and the Cosmos Hub. The AADAO is a community-owned organization with a mission to fund projects that drive value to ATOM, with an emphasis on (but not limited to) projects that are open source, public goods, ecosystem-wide initiatives or venture grants.
Key Values
1. The key values of the Strategy Committee, which the members of the Committee will try to live and embody in their work, are as follows:
  1. Hive Mind: We respect our collective intelligence, and we each choose to put our pride & ego aside and serve AADAO and the Cosmos Hub with humility and approach all brainstorming discussions with an attitude of “best idea wins” and NOT an attitude of “not invented here” or “my way or the highway”.
  2. Value for ATOM: To find the fastest path to driving value to the ATOM economy, prioritizing safety, security, and stability while also pursuing R&D, growth, and value-creation in a healthy balance.
  3. Professional Decentralization: To create a strategy and protocols for AADAO that leads to the establishment of a world-class decentralized organization with professionalism and pride in workmanship, even if we work asynchronously from the five continents of planet Earth.
Membership, Size and Quorum
1. Membership: The members of the Strategy Committee shall be the signatories from time to time and for the time being of the top level multi-sig of AADAO.
2. Size: The Strategy Committee shall consist of not less than five members and not more than seven members.
3. Committee Lead: The Committee can vote to appoint any member to act as its Chair or Lead (terms used synonymously).
4. Initial Members: The first members of the Strategy Committee are the two co-founders of AADAO (Youssef Amrani, Better Future), two externally appointed members (Carter Woetzel, Riley Edmunds) and the Grant Committee Lead (Mark Dencker). The first Lead or Chair of the Committee shall be Youssef Amrani.
5. Appointments:
  1. All newly appointed Committee Leads automatically become members of the Strategy Committee (see clause 5D.i.4) (eg. Mark Denker).
  2. External persons may be appointed to the committee, through a recommendation by the GM and approved by a 60% supermajority vote of Strategy Committee members. (eg. Riley Edmunds and Carter Woetzel).
6. Removal: Members can be removed by:
  1. AADAO’s dissolution; member’s death or retirement; or,
  2. via a voting process initiated by any member of the Strategy Committee, and requiring ratification by a 60% supermajority vote of the Strategy Committee.
7. Quorum: A quorum for the purposes of any vote of the Strategy Committee shall be not less than four members and for the purposes of determining the requisite majority of votes on any resolution of the Committee shall be the relevant majority of those members of the relevant quorum for the time being in accordance with and subject to clause 6D.iv and 6D.v below.
Responsibilities
1. The Strategy Committee shall carry out the following functions and duties:
  1. to control the top-level multisig of AADAO;
  2. to oversee and enforce the terms of the Settlement of the Guernsey Purpose Trust, as Enforcer of the Settlement, in relation to its purposes;
  3. to ratify the GM’s suggestions as to the creation of Sub-DAOs or sub-Committees or Committees (terms used synonymously) of the AADAO as it may consider appropriate;
  4. to determine the terms of reference or bylaws for each such Committee and to amend, alter, supplement or replace such terms of reference/bylaws from time to time as may seem to it to be necessary or desirable;
  5. to consider and approve, amend, or reject Venture Grant funding decisions proposed by the Grant Committee;
  6. to ratify the GM’s suggestions as to operational budgets of the Settlement, and any subDAOs or sub-committees;
  7. to pay the costs and expenses (including any agreed remuneration of any members) of the Strategy Committee, the Grant Committee, the Operations Committee, and the Oversight Committee;
  8. to maintain Internal Protocols in good hygiene and consistent with the consensus of AADAO Contributors (see clause 4B);
  9. at the direction of the Oversight Committee, terminate the appointment of any Contributor for gross, unethical, or fraudulent behavior, following the process listed in clause 5D.6.
2. The Strategy Committee has responsibility for steering the overall direction of AADAO:
  1. externally with the ATOM community and ecosystem partners;
  2. internally with personnel, process, and operational alignment, to achieve the mandate and values of the AADAO organization; and
  3. for generating ideas and commissioning research on how to further the narrative around the Hub and the ATOM token; and
  4. shall prepare a roadmap and budget allocation for each period of twelve months of the AADAO and keep the same under review and revise the same for each subsequent period of twelve months of the AADAO and to publish the same in advance to the Chairs of each other committee from time to time.
3. The Strategy Committee shall oversee the Grant and Operations Committee subDAOs (and potentially other subDAOs in the future) to review the planning, staffing, and budget proposals from the subDAO/committee chairs/leads while also providing recommendations to achieve overall alignment with the organizational mandate and values.
4. Decisions of the Committee shall be by resolution by majority vote in the number of those members for the time being forming a quorum, except for:
  1. in respect of any decision relating to any amendment or change to the bylaws of the Oversight Committee which shall require the prior approval of the Oversight Committee;
  2. to establish any new committee shall require a majority consisting of not less than 60% of all members for the time being of the Strategy Committee;
  3. updating Internal Protocols from time to time, which must be ratified with an All of AADAO vote;
  4. the appointment of the Lead of any other committee of the AADAO shall require a recommendation of the GM followed by a majority vote consisting of not less than 60% of all members for the time being of the Strategy Committee.
5. For votes within the Committee, the following clauses shall apply:
  1. each member of the Strategy Committee shall be entitled to cast one vote on any proposed resolution of the Committee, within said committee;
  2. no member of the Strategy Committee shall be entitled to count towards the quorum or to vote on any proposed resolution of the Committee concerning the terms of his own appointment, employment or remuneration, or when such member may declare a conflict of interest under AADAO Conflict Policy.
6. Records in Writing: In favor of any person dealing with the Committee, including the Trustee, a written confirmation signed and dated by the Chair for the time being of the Committee confirming the text and date of passing of any resolution of the Committee and further confirming that such resolution has not been superseded, revoked or amended may be relied on by such person in respect of the same without actual or further enquiry until such time, if any, as such resolution may subsequently be by like notification (actually received) to the relevant recipient as having been countermanded, resolved, superseded or amended (which such subsequent notification shall take effect from the date of actual receipt by the recipient and shall take effect without prejudice to any act or omission of or by the recipient in relation to the relevant prior resolution before such date).

07. Grant Committee Bylaws

Purpose and Establishment
1. The Grant Committee is established by the Strategy Committee.
2. The Committee is responsible for the award of and the determination of the terms and conditions of grants.
Membership, Size and Quorum
1. Membership and Size: The Grant Committee consists of at least 3 members, who are recruited through the process mentioned in clause 5D.
2. Committee Lead: The hiring and/or appointment of the Committee Lead (or Grant Lead) will be in accordance to the process outlined in clause 5D.
3. Initial Members: The initial members of the Committee shall be Mark Dencker, Reena Shtedle, Redjon Zhuleku, and Facundo Medica. The first Lead or Chair of the Committee shall be Mark Dencker.
4. Appointments:
  1. The Committee Lead may appoint a replacement or additional Committee Member(s) according to the hiring process outlined above in clause 5D.
5. Removal: Members can be removed by:
  1. AADAO’s dissolution; member’s death or retirement; or,
  2. via the process outlined in clause 5D.
6. Quorum: A quorum for the purposes of voting shall be three, and in the case of conflicts of interest being self-reported within the Committee, not fewer than three.
Responsibilities
1. The Grant Committee will carry out the following duties:
  1. to consider and approve or reject applications to the Trustee for grants based on factors determined by the Committee;
  2. to determine the terms and conditions of any Grants (including any milestone-based payments) to be awarded by the Trustee;
  3. to support the work of the Venture Grant Specialist, who shall report to the GM, as it is required;
  4. to administer grantee payments, which shall be put up to the Trustee via the DAO DAO software for a period of time to veto, and also which shall be subject to a possible veto from the Oversight Committee;
  5. to conduct and monitor any project awarded a grant by the Committee;
  6. to perform strategic research initiatives and to scope Terms of Requests for Proposals issued by or on behalf of the Trustee for applications for grants;
2. Unless otherwise stated, decisions of the Committee shall be by resolution passed by a social consensus of members, subject to quorum. Each member shall have one vote.
3. Records in Writing: In favor of any person dealing with the Committee, including the Trustee, a written confirmation signed and dated by the Chair for the time being of the Committee confirming the text of and date of passing of any resolution of the Committee and further confirming that such resolution has not been superseded, revoked or amended may be relied on by such person in respect of the same without actual or further enquiry until such time, if any, as such resolution may subsequently be by like notification (actually received) to the relevant recipient as having been countermanded, revoked, superseded or amended (which such subsequent notification shall take effect from the date of actual receipt by the recipient and shall take effect without prejudice to any act or omission of or by the recipient in relation to the relevant prior resolution before such date).

08. Oversight Committee Bylaws

Purpose and Establishment
1. The Oversight Committee is responsible for doing random spot checks on the performance of projects, the subject of a grant awarded by the Grant Committee in accordance with its terms and to keep under review the performance of the Grant Committee and any other committees or sub-committees of the AADAO.
Membership, Size and Quorum
1. Membership: There shall always be one community-elected member of the Oversight Committee, and one or two other members voted by AADAO Contributors, as defined below.
2. Size: The Committee shall consist of not more than three members.
3. Initial Members: The initial members of the Committee shall be Patricia Mizuki, Damien Bonello, and a community-elected member (TBD).
4. Appointments:
  1. Community Elected Member: The Oversight Committee is responsible for soliciting and qualifying candidates for this role, and presenting a shortlist to the ATOM community. The Cosmos Hub Public Governance shall then vote for the candidates onchain, the winner being decided by whichever candidate received the most number of ATOMs voting Yes for them. In order to ensure plurarity of voice, community-elected members will be limited to serving one term, every other term (i.e. winning candidate will not be eligible for the next election, but will be eligible again for the election after that).
  2. The other two Members: The GM is responsible for recommending candidates to the Strategy Committee. Once the Strategy Committee has selected a candidate by a vote within their committee, the candidate must be ratified by an All of AADAO vote.
5. Removal: Members can be removed by:
  1. AADAO’s dissolution, member’s death or retirement; or,
  2. At the expiry of the 18-month term of the Community Elected Member, counted from the conclusion of the Cosmos Hub Public Governance vote that appointed them; or
  3. For cases of gross, unethical, or fraudulent behavior, or any other removal, the process to initiate the termination of any member of the Oversight Committee requires a unanimous recommendation of the 2 other members of the Oversight Committee or a 60% supermajority recommendation by the Strategy Committee. Once the process is initiated by either process of recommendation (above), it must then be ratified by an All of AADAO vote.
6. Quorum: A quorum for the purposes of voting shall be three, and when three are present a majority of members of the Committee can affect a decision. If only 2 members are employed on the Oversight because one member has turned over or for any other reason, then the Quorum shall be two and decisions must be adopted unanimously.
7. Financial Independence: While Oversight is a Committee in the sense that it is funded out of the Strategy Committee multi-sig, this funding is topped up once yearly unconditionally without question by the Strategy Committee members so that salaries of Oversight Committee Contributors can vest via onchain DAO DAO tooling, thereby, Oversight Contributors’ salaries are wholly independent from AADAO’s normal budgeting processes.
Responsibilities
1. The Oversight Committee will carry out the following duties:
  1. provide oversight on the progress of the grant program, including, but not limited to, milestone payments;
  2. preparation of the Transparency Reports for circulation to the ATOM community;
  3. approve or reject (acting reasonably) the milestone payments connected to grants awarded by the Grant Committee;
  4. request and direct the Strategy Committee to remove any member of AADAO on grounds of gross misconduct, unethical, or fraudulent behavior (see clause 5D);
  5. Propose the dismissal of the GM, following the process listed in clause 5A.
  6. Adjudicate conflicts of interest that may from time to time arise in relation to any member performing responsibilities on behalf of AADAO.
2. Unless otherwise stated, decisions of the Committee shall be by resolution passed by a majority vote of members, subject to quorum. Each member shall have one vote within the Committee.

09. Operations Committee Bylaws

Purpose and Establishment
1. The Operations Committee is a sub-committee of the Strategy Committee.
2. The Committee is responsible for determining and managing non-grants-related activities for AADAO, such as Contributor payroll/expenses, communications, marketing, canonical AADAO Contributor list, special initiatives, etc.
Membership, Size and Quorum
1. Membership & Size: The Committee shall consist of not less than three and not more than five members.
2. Committee Lead: The hiring and/or appointment of the Committee Lead will be determined by the Strategy Committee, upon the recommendation of the GM.
3. Initial Members: The first members of the Committee shall be Syed Choudhury, Better Future, Reene Shetdle, and Youssef Amrani. The first Lead or Chair of the Committee shall be Youssef Amrani as the GM.
4. Appointments:
  1. By the GM or Committee Lead, from the current pool of AADAO Contributors; or
  2. The Committee Lead may appoint a replacement or additional Committee Member(s) according to the hiring process outlined above in clause 5D.
5. Removal: Members can be removed by:
  1. AADAO’s dissolution; member’s death or retirement; or,
  2. via the process outlined in clause 5D.
Responsibilities
1. The Operations Committee will carry out the following duties:
  1. To manage and pay for all operational activities and expenses of the Atom Accelerator DAO not the subject of grants or venture grants;
  2. To pay the out-of-pocket expenses of the Strategy Committee, the Grants Committee, and the Oversight Committee;
  3. To pay the salaries and expenses and to supervise the terms of appointment from time to time of the DAO Contributors;
  4. To investigate, manage and implement specific initiatives or projects from time to time assigned to it by the Strategy Committee;
  5. To maintain the canonical AADAO Contributor list and ensure the latest version is published and ratified via the DAO DAO software;
  6. To determine (where necessary) and to manage initiatives or projects of the AADAO from time to time not otherwise within the remit of either the Grant Committee or the Business Development Committee;
  7. To approve and pay the Trustee’s remuneration and expenses and the costs and expenses of the Settlement;

10. Ratification by Electronic Signature

We the undersigned Contributors of AADAO hereby consent to the Internal Protocols described herein as our operative governance framework for AADAO.
[signed on DAODAO]

Annex 1 – AADAO Contributors & Oversight Committee

This annex of the current list of AADAO Contributors shall live in DAO DAO as a canonical source, updatable as per clause 5E.

General Manager

Youssef Amrani

Oversight Committee

Damien Bonello (Coordinator)
Patricia Mizuki (Auditor & Financial Controller)
[position unfilled] (Community Elected)

Strategy Committee

Youssef Amrani (Lead)
Better Future (Member)
Mark Dencker (Member)
Riley Edmunds (Member)
Carter Woetzel (Governance Lead)
(+ other Leads as non-voting members)

Grant Committee

Mark Dencker (Grant Lead)
Reena Shtedle (Grant Reviewer)
Joni Z (Grant Reviewer)
Syed Choudhury (Grant Reviewer)
Facundo Medica (Technical Lead)
[position unfilled] (Grant Reviewer)

Operations Committee

Youssef Amrani (Lead)
Better Future (Member)
Syed Choudhury (Member)
Reena Shtedle (Member)
Delisse Gamboa (Administrative Assistant)

Positions reporting directly to GM / Leads without Committee

Syed Choudhury (Marketing Lead)
Jordan Andrews (Venture Grants Specialist)

This document was updated on April 30, 2024, and ratified by an All of AADAO vote on May 7, 2024.

AADAO Internal Protocols