Governance

Vitruveo n/DAO Governance Charter Version 1.0 ratified on October 12, 2023

Vitruveo's n/DAO Governance Charter serves as a foundational document outlining the guiding principles, operations, and governance structure of Vitruveo’s nascent decentralized autonomous organization (“n/DAO”). In our mission to empower creators through decentralized systems, Vitruveo recognizes the importance of a robust and transparent framework to ensure alignment with its community and stakeholders. This charter delineates the roles, responsibilities, and mechanisms by which the n/DAO operates, ensuring a fair, efficient, and accountable system for all its members.

Members of the Virtuveo n/DAO Senate are responsible for upholding processes and duties detailed through this charter at all times. This charter defines and outlines administrative processes in the following areas:

• Membership: Eligibility requirements for n/DAO membership and Vote Credit distribution

• Organizational Structure: Roles and responsibilities of n/DAO Senate and Council

• Proposals and Voting: Processes for n/DAO governance decisions

• Corporate Entity: Administration and fiduciary duties of n/DAO Corporate Entity

• Treasury Management: Requirements for disbursing n/DAO treasury funds

Vitruveo n/DAO is on a mission to make it possible for creators to have a sustainable income through their art. In order to achieve this mission the n/DAO’s Governance Charter defines the structure, conduct and administrative processes that it will follow in its day-to-day operations

The “n” in the name stands for “nascent” as Vitruveo is exploring a new, semi-decentralized n/DAO model. It also represents “New Renaissance” as Vitruveo is a champion of the new art renaissance. n/DAO is pronounced “endow” reflecting Vitruveo’s overarching goal — to endow creators with a platform, resources and ecosystem to ensure their long-term success.

Vitruveo n/DAO uses a two-level operating model:

• n/DAO Membership: Vote on high-level decisions related to the operation of the n/DAO

• n/DAO Organization: Execute on decisions made by Membership through voting

n/DAO Membership

n/DAO Members are any individuals who hold one of the below tokens. Each token has “Vote Credits” for use in n/DAO voting. Vote Credits convert into Votes by taking their square root (example: 100 Vote Credits = 10 Votes)

Nexus Token: Nexus Tokens were minted at the protocol’s genesis. The Vote Credits available to each token are calculated by dividing their genesis token allocation by 50 and rounding down. Nexus Tokens will have approximately 440,000 Vote Credits (44%) in aggregate.

Validator Token: 550 Validator Tokens were minted at the protocol’s genesis. Of these, 500 were assigned to accounts who purchased a Validator Node and 50 are held in reserve by the Treasury. Each Validator Token has 200 Vote Credits resulting in a total of 110,000 aggregate Vote Credits (11%) for Validators.

Steward Token: There are five Steward Tokens, each held by Council Leads. The Technology, Marketing, Ecosystem and Creator Steward Tokens will each have 75,000 Vote Credits. The Strategy Steward Token will have 150,000 Vote Credits. The aggregate Steward Vote Credits will be 450,000 (45%). If a Council Lead is replaced by vote, their Steward Token is transferred to the incoming Council Lead by the Senate.

	Vote Credits	n/DAO Votes
Nexus Token	444,000	663	44%
Validator Token	111,000	332	11%
Steward Token		450,000	670	45%
Marketing	75,000	274	7.5%
Technology	75,000	274	7.5%
Ecosystem	75,000	274	7.5%
Creator	75,000	274	7.5%
Strategy	150,000	387	15%

n/DAO Organization

n/DAO Senate

The 9-member Senate guides the overarching vision and direction of both the Protocol and the n/DAO, taking on the duty of electing each of the Council Leads. Three of these seats, occupied by non-leads, rotate every quarter. A new representative is chosen by a vote before the start of each calendar quarter, with the stipulation that no individual can occupy a seat for two consecutive quarters. A Validator Rep will be appointed every two quarters by n/DAO’s five governing Council Leads and the same individual may be re-appointed to the seat for up to four consecutive quarters. Only those holding a Nexus or Validator Token are eligible for the four non-Council Lead seats.

The Strategy Council Lead serves as the chairperson, providing leadership and direction in meetings and discussions. This role ensures that deliberations remain focused and that decisions align with n/DAO’s strategic objectives.

The n/DAO Senate will consist of the following Seats:

• Strategy Council Lead – Chairperson of the Senate

• Technology Council Lead

• Creator Council Lead

• Ecosystem Council Lead

• Marketing Council Lead

• Elected Validator Rep

• Elected YouTuber Rep

• Elected Community Members x 2

Nomination and appointment of Council Lead Seats within n/DAO:

• Initial Council Leads will remain in place until there is a proposal and vote to elect a new lead.

• Electing a new Council Lead requires a supermajority of 66.66% of the vote with a quorum of 25% of Vote Credits (250,000).

• Electing a new Strategy Council Lead requires a supermajority of 66.66% of the vote with a quorum of 50% of Vote Credits (500,000).

• If a Council Lead position is initially unfilled, no election is needed and the position may be filled by an individual appointed by the Strategy Council Lead.

n/DAO Councils

In the n/DAO's governance structure, Councils play an instrumental role in operationalizing tasks and initiatives determined by members. These Councils, under the guidance of Council Leads appointed by n/DAO Senate, function as specialized bodies responsible for various domains within the organization.

Each Council is constituted of specialized teams dedicated to executing tasks and initiatives. These teams operate based on directives that are determined and set forth by n/DAO’s primary governing body. The Council Leads' duty is to oversee and ensure that these teams effectively and efficiently carry out their responsibilities in alignment with the overarching objectives and strategies set by the governance. Council Leads are responsible for appointing Team Leads and may remove Team Members at their discretion.

Council	Teams	Responsibilities
Strategy Council	Operations Validators	Responsible for all strategic decisions of the n/DAO. In addition, it is also responsible for certain financial, and governance actions.
Ecosystem Council	Partners Communities Grants Events	Responsible for driving the overall growth of the protocol and ensuring its various constituent relationships are created and nurtured.
Technology Council	Protocol Security Labs Platform	Responsible for all technology-related decisions of the n/DAO. In addition, it is also responsible for all protocol, security and platform-level governance actions.
Creator Council	Events Programs Onboarding	Responsible for planning, organizing and managing programs and events to onboard individual creators in Art, Music, Dance, Film, Writing and other mediums to the protocol.
Marketing Council	Content Sales Public Relations	Responsible for planning, organizing and managing all marketing and promotion activities

Proposals and Voting

Within the operational framework of n/DAO, members have the right to submit proposals, contingent upon adherence to the prescribed template. To ensure the legitimacy and viability of such proposals, they must be fortified by sponsorship from n/DAO Members, amassing a minimum threshold of 10 votes. Subsequent to achieving this initial benchmark, the proposal is subjected to the evaluation of the Senate. Through a majority deliberation within this governing body, the proposal's suitability for a comprehensive n/DAO vote is ascertained.

In the event of Senate endorsement, the proposal is opened to the broader membership for voting. Its passage is contingent not merely on a simple majority but also mandates an active participation quorum of 25%, equating to 250,000 Vote Credits. It is imperative to underscore that, post-approval, all constituent Councils of the n/DAO are obligated to operationalize the proposal.

Every member possesses the inherent right to cast a vote. Additionally, members have the discretion to delegate their Vote Credits to other members of the n/DAO. The conversion metric for these Vote Credits into actionable Votes is achieved via a square root algorithm; exemplified by the conversion of 100 Vote Credits into 10 Votes. In parallel with the proposal initiation process, the affirmation of a proposal is predicated on both a simple majority and the requisite quorum of 25% of Vote Credits. Upon the consummation of these stipulations and the proposal's subsequent ratification, all Councils are duty-bound to facilitate its implementation.

Matters eligible to be determined by n/DAO members include:

DAO Governance:

• Setting or modifying the governance structure of the DAO.

• Approving changes to the DAO's smart contract or underlying code.

Community Engagement:

• Initiating community events, programs, or outreach activities.

• Setting guidelines for community participation and behavior.

Project Funding:

• Allocating funds to specific projects or initiatives proposed by DAO members.

• Setting criteria for project approval and monitoring their progress.

Token Management:

• Proposing changes to tokenomics, issuance, or distribution.

• Decisions related to staking, rewards, or penalties within the DAO ecosystem.

Platform Development:

• Guiding the development, upgrade, or modification of platforms or tools used by the DAO community.

• Approving integrations with third-party platforms or services.

Collaborative Decisions:

• Forming working groups or committees to address specific issues or opportunities.

• Engaging with other DAOs or decentralized entities for collaborative projects.

**In addition to the above, the DAO may vote on any matter that falls within the purview of a DAO Council.

Corporate Entity

The n/DAO operates in conjunction with a Corporate Entity, specifically VTRU (BVI) PTE LTD, to manage activities necessitating contractual engagements with external parties. The Corporate Entity’s actions are guided by the overall mission and values of n/DAO. . Furthermore, VTRU (BVI) PTE LTD holds the responsibility of safeguarding all intellectual property, acting as the custodian on behalf of the n/DAO.

Employing a Corporate Entity, in this case, VTRU (BVI) PTE LTD, as an integral part of the n/DAO's operational framework to foster accountability and transparency. It provides a tangible, structured body through which formal agreements can be made, ensuring all undertakings are documented and in accordance with standard corporate operating procedures.

Treasury Management

The n/DAO's Senate and Council members bear a significant duty to meticulously uphold this charter's protocols, particularly those related to Treasury Management. As stewards of the organization's financial assets, they are entrusted with the grave responsibility of ensuring that every fiscal action aligns with the established guidelines.

n/DAO Senate and Council shall adhere to the governance and control mechanisms outlined below:

1. Control of Funds: The Senate shall maintain control over the n/DAO's financial assets through a 6 of 9 multisig (multi-signature) wallet. This structure ensures heightened security and mandates consensus among Senate members for financial transactions.

2. Budgetary Allocations: The Senate is responsible for disbursing funds to individual Council multisig wallets. These disbursements are predicated on budgets that have been previously ratified by the Senate. Allocations are intended to cover a one-month span of anticipated expenses, with additional provisions for any advanced funding required for special projects.

3. Multisig Transfer Protocols: The approval requisites for fund transfers from multisig wallets are as follows:

• Up to USD 1,000: Approval of a Council Lead.

• Over USD 1,000 and up to USD 5,000: Joint approval by a Council Lead and any Senator not holding the position of Council Lead.

4. Expense Documentation: All expenditures that exceed USD 5,000 necessitate comprehensive documentation. Council Leads are obligated to submit these records, which will subsequently be curated and maintained under the stewardship of the Operations Team Lead.

These strict administrative processes ensure financial transparency, stringent oversight, and efficient treasury management in alignment with the n/DAO's objectives and fiduciary responsibilities.

Conclusion

Vitruveo’s n/DAO Governance Charter stands as a cornerstone for the community, highlighting a deep commitment to transparent and accountable governance. This charter lays out governance principles and operational guidelines, spanning from membership to treasury management protocols. Every member of the Virtuveo n/DAO Senate and General Membership bears the responsibility of upholding these principles, ensuring the organization remains dedicated to its mission to endow creators through the development of Vitruveo.